Determinations by Committee Sample Clauses
The "Determinations by Committee" clause establishes that certain decisions or judgments under the agreement will be made by a designated committee rather than by individual parties or external authorities. Typically, this committee is composed of representatives from relevant stakeholders or experts, and it is tasked with evaluating specific issues such as disputes, eligibility, or compliance matters. By centralizing decision-making authority in a committee, the clause ensures consistency, impartiality, and efficiency in resolving matters that require collective expertise or judgment.
Determinations by Committee. All references in this Agreement to determinations to be made by the Committee shall be deemed to include determinations by any person or persons to whom the Committee may delegate such authority in accordance with the rules adopted thereby. Notwithstanding anything contained in this Agreement to the contrary, the Committee has complete discretion as to whether or not to make any determinations hereunder and to the extent it does so make any determinations, such determinations are final.
Determinations by Committee. Determinations by the Committee shall be final, binding and conclusive with respect to the interpretation of the Plan and this Agreement.
Determinations by Committee. All determinations by the Committee (or by the Board of Directors of SciPlay or any committee thereof) under this Agreement shall be made in its good faith and reasonable discretion, with Executive having the opportunity to provide input to a member of the Committee (or the Board of Directors of SciPlay or any committee thereof, as applicable). The Committee shall consult with the SciGames Compensation Committee concerning its determinations.
Determinations by Committee. Determinations by the Committee shall be final and conclusive with respect to the interpretation of the 1998 Plan and this Stock Option.
Determinations by Committee. Notwithstanding anything contained herein, all determinations, interpretations and assumptions relating to the vesting of the RSUs (including, without limitation, determinations, interpretations and assumptions with respect to Company TSR Percentage and Peer Group TSR Percentages) shall be made by the Committee and shall be applied consistently and uniformly to all similar Awards granted under the Plan. In making such determinations, the Committee may employ attorneys, consultants, accountants, appraisers, brokers, or other persons, and the Committee, the Board, the Company and their officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith and absent manifest error shall be final and binding upon the Participant, the Company and all other interested persons. In addition, the Committee, in its discretion, may adjust or modify the methodology for calculations relating to the vesting of the RSUs (including, without limitation, the methodology for calculating Company TSR Percentage and Peer Group TSR Percentages), other than the Absolute TSR Performance Vesting Percentage and Relative TSR Performance Vesting Percentage, as necessary or desirable to account for events affecting the value of the Common Stock which, in the discretion of the Committee, are not considered indicative of Company performance, which may include events such as the issuance of new Common Stock, stock repurchases, stock splits, issuances and/or exercises of stock grants or stock options, and similar events, all in order to properly reflect the Company’s intent with respect to the performance objectives underlying the RSUs or to prevent dilution or enlargement of the benefits or potential benefits intended to be made available with respect to the RSUs. The Committee has the discretion to make equitable adjustments to the Peer Group TSR Percentage to take into account any extraordinary, unusual or non-recurring corporate events such as those described in Section 16 of the Plan affecting such Peer Companies, including but not limited to stock splits, reverse stock splits, stock dividends, recapitalizations, reclassifications and similar events. The Committee has discretion in how the required adjustments are determined as long as they are done equitably.
Determinations by Committee. All determinations and interpretations with respect to this Agreement shall be made by the Committee in good faith and shall be binding on the parties hereto unless it is determined by a court of competent jurisdiction that such determination is arbitrary and capricious.
Determinations by Committee. Notwithstanding anything contained herein, all determinations, interpretations and assumptions relating to the vesting of the RSUs (including, without limitation, determinations, interpretations and assumptions with respect to Company TSR Percentage and Index TSR Percentages) shall be made by the Committee and shall be applied consistently and uniformly to all similar Awards granted under the Plan. In making such determinations, the Committee may employ attorneys, consultants, accountants, appraisers, brokers, or other persons, and the Committee, the Board, the Company and their officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith and absent manifest error shall be final and binding upon the Participant, the Company and all other interested persons. In addition, the Committee, in its discretion, may adjust or modify the methodology for calculations relating to the vesting of the RSUs (including, without limitation, the methodology for calculating Company TSR Percentage and Index TSR Percentages), other than the Relative TSR Performance Vesting Percentage, as necessary or desirable to account for events affecting the value of the Common Stock which, in the discretion of the Committee, are not considered indicative of Company performance, which may include events such as the issuance of new Common Stock, stock repurchases, stock splits, issuances and/or exercises of stock grants or stock options, and similar events, all in order to properly reflect the Company’s intent with respect to the performance objectives underlying the RSUs or to prevent dilution or enlargement of the benefits or potential benefits intended to be made available with respect to the RSUs.
Determinations by Committee. All determinations under this Exhibit A shall be made by the Committee and will be final and binding on the Participant.
Determinations by Committee. All references in this Agreement to determinations to be made by the Committee shall be deemed to include determinations by any person or persons to whom the Committee may delegate such authority in accordance with the rules adopted thereby. Restricted Stock Unit Award Agreement Dated [ ]
Determinations by Committee. (a) If at any time the Committee or, if Section 5.01(b) applies, the Trustee, determines that any amount held in the Trust Fund is includible in the gross income of a Participant or his beneficiary for federal income tax purposes prior to payment of such amount from the Trust Fund, the Trustee, upon notice from the Committee or, if Section 5.01(b) applies, upon notice by a Participant or Beneficiary, in the format provided in Exhibit B, that based on a (i) change in the tax or revenue laws of the United States of America, (ii) a published ruling or similar announcement issued by the Internal Revenue Service, (iii) a regulation issued by the Secretary of the Treasury or his delegate, (iv) a decision by a court of competent jurisdiction involving the Participant or Beneficiary, or (v) a closing agreement made under Code Section 7121 that is approved by the Internal Revenue Service and involves the Participant or Beneficiary, that Participant or Beneficiary has recognized or will recognize income for federal income tax purposes with respect to amounts that are or will be payable to him under the Plans before they are paid to him, shall pay such amount to such person in the manner directed by the Committee or by such notice to the Trustee and the Participant's Account shall be charged, or his accrued benefit reduced, accordingly.
(b) If at any time the Committee prior to a Change in Control determines that the amount allocated to the Account of any Participant exceeds the amount reasonably expected to be necessary to provide the Benefits payable in respect of such Participant from such Account, such excess may be reallocated to the Accounts of other Participants or held as part of the unallocated Fund, as determined by the Committee. If at any time prior to a Change in Control the Committee determines that the Benefits in respect of all Participants have been paid in full, the Committee shall so notify the Trustee in writing.