Exclusive Discretion Sample Clauses

Exclusive Discretion. The Company shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and the acceleration of Option vesting pursuant to the Plan. The rules, interpretations, computations and other actions of the Company shall be binding and conclusive on all persons.

Exclusive Discretion. The Plan Administrator is the Company. As Plan Administrator, the Company is the named fiduciary charged with the responsibility for administering the Plan. The Plan Administrator shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under the Plan. The Plan Administrator may delegate any or all of its administrative duties to an officer of the Company and any such delegation shall convey with it the full discretionary authority of the Plan Administrator to carry out the delegated duties. The Company or the Plan Administrator shall indemnify and hold harmless any person to whom it delegated its responsibilities; provided, however, such person does not act with gross negligence or willful misconduct. The rules, interpretations, computations and other actions of the Plan Administrator or its delegate shall be binding and conclusive on all persons.

Exclusive Discretion. The Committee shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of this Agreement, and to construe and interpret this Agreement and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of this Agreement, including, but not limited to, (i) whether a Covered Termination has occurred, (ii) whether a Change in Control has occurred and (iii) the amount of benefits paid under this Agreement. The rules, interpretations, computations and other actions of the Committee shall be binding and conclusive on Executive.

Exclusive Discretion. The Committee shall have the exclusive discretion and authority to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of this Schedule, including, but not limited to, the amount of benefits paid under this Schedule. The interpretations, computations and other actions of the Committee shall be binding and conclusive on all persons.

Exclusive Discretion. The Company shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan and to Kosan Biosciences Incorporated 9. construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under the Plan. The rules, interpretations, computations and other actions of the Company shall be binding and conclusive on all persons.