Discretionary Authority of Committee Sample Clauses

Discretionary Authority of Committee. This Award is granted under the Plan and will be administered by the Committee which shall have discretionary authority to interpret and administer the Award and this Agreement. The Committee shall determine and certify in writing (before payment of any final Performance Units) the extent to which the Performance Goals have been achieved and shall adjust the Performance Goal to exclude Special Items as defined under the Plan. The Committee shall have discretionary authority to decrease or eliminate the amounts otherwise payable under the final Performance Units with respect to the Performance Goal that has been achieved, to terminate this Award at any time, and to make all other determinations and take such other actions with respect to the Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law, including the requirements applicable to awards intended to qualify for exemption under Section 162(m) of the Code. The Committee shall not have the authority to increase the amount payable under the final Performance Units. The determinations of the Committee shall be final and binding on all persons.
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Discretionary Authority of Committee. The Committee shall have full discretionary power, subject to, and within the limits of, Articles 4 and 5 of the Plan: (a) To determine from time to time who of the eligible persons shall be granted Awards, and the time or times when, and the number of shares for which, an Award or Awards shall be granted to such persons. (b) To prescribe the other terms and provisions (which need not be identical) of each Award granted under the Plan to eligible persons. (c) To modify or amend any term or provision of any Award granted under the Plan (including without limitation in the ways described in Sections 3.5 (f), (g) and (h) below), provided that the consent of the holder thereof must be obtained for any modification or amendment that reduces the benefits to the holder of the Award. (d) To construe and interpret the Plan and Awards granted hereunder, and to establish, amend, and revoke rules and regulations for administration. The Committee, in the exercise of this power, may correct any defect or supply any omission, or reconcile any inconsistency in the Plan, or in any Award or Agreement, in the manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. In exercising this power the Committee may retain counsel at the expense of the Company. All decisions and determinations by the Committee in exercising this power shall be final and binding upon the Company and the Participants. (e) To determine the duration and purposes of leaves of absence which may be granted to a Participant without constituting a termination of his or her employment for purposes of the Plan or an Agreement. (f) To accelerate the time at which the restrictions on Restricted Stock granted under an Award will lapse, or otherwise modify the restrictions on Restricted Stock in a manner favorable to the Participant. (g) To determine, for any group or class of Participants, that restrictions on Restricted Stock shall lapse upon specified events occurring upon or after a change in control of the Company or an Affiliate, subject to such terms and limitations as the Committee may determine. (i) To authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award previously granted hereunder. (j) To interpret the Plan and make any determinations that are necessary or desirable in the administration of the Plan. (k) To exercise such powers and to make all other determinations deemed necessary or expedient to promot...
Sample 1
Discretionary Authority of Committee. The Committee shall have full discretionary authority to determine eligibility, status, and the rights of all individuals under the Plan, to construe any and all terms of the Plan, and to find and construe all facts.
Sample 1
Discretionary Authority of Committee. The Committee shall have full discretionary power, subject to, and within the limits of, Articles 4, 5 and 6 of the Plan: (a) To determine from time to time who of the eligible persons shall be granted Options, and the time or times when, and the number of shares for which, an Option or Options shall be granted to such persons. (b) To determine whether to grant Incentive Options, Nonqualified Options, or both to eligible persons pursuant to the provisions of the Plan. (c) To prescribe the other terms and provisions (which need not be identical) of each Option granted under the Plan to eligible persons. (d) To modify or amend any term or provision of any Option granted under the Plan, provided that the consent of the holder thereof must be obtained for any modification or amendment that reduces the benefits to the holder of the Option. (e) To construe and interpret the Plan and Options granted hereunder (including the Agreements), and to establish, amend, and revoke rules and regulations for administration. The Committee, in the exercise of this power, may correct any defect or
Sample 1
Discretionary Authority of Committee. This Award is granted under the Plan and will be administered by the Compensation Committee of the Board of Directors of the Company which shall have discretionary authority to interpret and administer the Award in accordance with its terms. The Committee shall also have the discretionary authority to decrease or eliminate the amount payable under this Award but the Committee shall not have the authority to increase the amount payable under this Award except as otherwise provided herein and in the Plan.
Sample 1

Related to Discretionary Authority of Committee

  • 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.

  • Discretionary Authority BROKERAGE - ING-IM shall have full and complete discretion to establish brokerage accounts in the name of the Client and execute transactions in securities markets in the name of the Client, pursuant to proper authorization from the Client, through one or more securities broker/dealer firms as ING-IM may select, including those which from time to time may furnish to ING-IM statistical and investment research information and other services. The Client accepts the Statement of Policy on Brokerage Practices which is attached to this Agreement as EXHIBIT "B" and incorporated herein by reference. This policy may be modified by ING-IM in consultation with the Client.

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • 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.

  • 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.

  • Function of Committee The Committee shall concern itself with the following general matters: a) Considering constructive criticisms of all activities so that better relations shall exist between the Employer and the employees. b) Improving and extending services to the public. c) Promoting safety and sanitary practices. d) Reviewing suggestions from employees, questions of working conditions and service (but not grievances). e) Correcting conditions which might cause grievances and misunderstandings.

  • Jurisdiction of Committee The Committee shall not have jurisdiction over wages, or any matter of collective bargaining, including the administration of this Collective Agreement. The Committee shall not supersede the activities of any other committee of the Union or of the Employer and does not have the power to bind either the Union or its members or the Employer to any decisions or conclusions reached in their discussions. The Committee shall have the power to make recommendations to the Union and the Employer with respect to its discussions and conclusions.

  • Selection Committee A. Each building site will appoint a selection committee for the TLS. The committee shall be comprised of equal numbers of teachers and administrators and at least one teacher will be appointed by the Des Moines Education Association. B. The committee will accept and review application for a TLS position and will make recommendations to the hiring administrator. In developing recommendations, the committee will utilize measures of teacher effectiveness and professional growth, consider the needs of the school district and review the performance and professional development of the applicants. Teachers who are selected must meet all of the qualification contained in the TLS grant and contained in the law.

  • 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.

  • Meeting of Committee In the event of either party wishing to call a meeting of the Committee, the meeting shall be held at a time and place fixed by mutual agreement, however, such meeting to be held not later than 14 days after request has been received unless varied by mutual agreement.

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