Powers of Administrator. In addition to other powers specifically set forth herein, the Administrator shall have all power and authority necessary or convenient for the administration of this Plan, including without limitation the authority to:
(a) construe and interpret the Plan, and resolve any inconsistency or ambiguity with respect to any of its terms;
(b) decide all questions of eligibility and determine the amount, manner and time of payment of any benefits hereunder;
(c) prescribe rules and procedures to be followed by Participants or Beneficiaries in making any election or taking any action provided for herein, which rules and procedures may alter any provision of the Plan that is administrative or ministerial in nature without the necessity for an amendment;
(d) allocate Accounts among the Eligible Funds;
(e) maintain all the necessary records for the administration of the Plan;
(f) delegate any of it duties or powers under the Plan to any other person acting under its supervision; and
(g) do all other acts which the Administrator deems necessary or proper to accomplish and implement its responsibilities under the Plan. Any rule or procedure adopted by the Administrator, or any decision, ruling or determination made by the Administrator, in good faith shall be final, binding and conclusive on all Participating Funds, Participants, Beneficiaries and all persons claiming through them. The authority of the Administrator may be exercised by such person as the Chief Executive Officer of the Administrator may designate or, in the absence of a specific designation, by those officers and employees of the Administrator whose normal duties include payment of compensation to independent directors and trustees.
Powers of Administrator. Except as otherwise provided herein, the Administrator shall have all of the powers vested in it under the provisions of the Plan, including but not limited to exclusive authority to determine, in its sole discretion, whether an Award shall be granted; the individuals to whom, and the time or times at which, Awards shall be granted; the number of shares subject to each Award; the exercise price of Options granted hereunder; and the performance criteria, if any, and any other terms and conditions of each Award. The Administrator shall have full power and authority to administer and interpret the Plan, to make and amend rules, regulations and guidelines for administering the Plan, to prescribe the form and conditions of the respective Agreements evidencing each Award (which may vary from Participant to Participant), to amend or revise Agreements evidencing any Award (to the extent the amended terms would be permitted by the Plan and provided that no such revision or amendment, except as is authorized in Section 15, shall impair the terms and conditions of any Award which is outstanding on the date of such revision or amendment to the material detriment of the Participant in the absence of the consent of the Participant), and to make all other determinations necessary or advisable for the administration of the Plan (including to correct any defect, omission or inconsistency in the Plan or any Agreement, to the extent permitted by law and the Plan). The Administrator’s interpretation of the Plan, and all actions taken and determinations made by the Administrator pursuant to the power vested in it hereunder, shall be conclusive and binding on all parties concerned.
Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:
Powers of Administrator. Administrators will create, modify, or delete users and assign specific users the available access permissions.
Powers of Administrator. The Administrator shall administer the Plan in accordance with its terms and shall have all powers necessary to carry out its terms. The Administrator shall have discretionary authority to determine eligibility for benefits and to interpret and construe the terms of the Plan, and any such determination, interpretation or construction shall be final and binding on all parties unless arbitrary and capricious. Any such discretionary authority shall be carried out in a uniform and nondiscriminatory manner.
Powers of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority:
(i) to select the individuals to whom Awards may from time to time be granted;
(ii) to determine the time or times of grant, and the extent, if any, of Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units and Unrestricted Stock Awards, or any combination of the foregoing, granted to any one or more grantees;
(iii) to determine the number of shares of Stock to be covered by any Award;
(iv) to determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award Agreement;
(v) to accelerate at any time the exercisability or vesting of all or any portion of any Award;
(vi) subject to the provisions of Section 5(c), to extend at any time the period in which Stock Options may be exercised; and
(vii) at any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising in connection with the Plan; and to otherwise supervise the administration of the Plan. All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Plan grantees.
Powers of Administrator. The Administrator shall have sole and exclusive authority and responsibility for administering, construing and interpreting the Plan. The Administrator shall have all powers and discretion as may be necessary to discharge its duties and responsibilities under this Plan, including, but not by way of limitation, the power (i) to interpret or construe the Plan, (ii) to make rules and regulations for the administration of the Plan, (iii) to determine all questions of eligibility, status and other rights of Participants, Beneficiaries and other persons, (iv) to determine the amount, manner and time of the payment of any benefits under this Plan, and (v) to resolve any dispute which may arise under this Plan involving Participants or Beneficiaries. The Administrator may engage agents to assist it and may engage legal counsel, who may be counsel for Xxxxx or another Employer. The Administrator shall not be responsible for any action taken or not taken on the advice of such counsel. Any action on matters within the discretion of the Administrator shall be final and conclusive as to all persons affected. The Administrator shall at all times endeavor to exercise its discretion in a non-discriminatory manner. No member of the Administrator shall vote or act upon any matter involving his own rights, benefits or other participation under this Plan, and in such case, the remaining member or members of the Administrator shall appoint a member pro-tern to act in the place of the interested member; provided, however, that if all members of the Administrator shall be disqualified under this paragraph with regard to one or more matters, the Chief Executive Officer of Xxxxx shall appoint three qualifying persons to be the Administrator with regard to such matters.
Powers of Administrator. The Administrator shall have the power and authority to administer this Stock Option, including the power and authority:
(i) to determine and modify from time to time the terms and conditions, including restrictions, of this Stock Option;
(ii) to accelerate at any time the exercisability or vesting of all or any portion of this Stock Option;
(iii) s to extend at any time the period in which Stock Options may be exercised, provided that no such extension shall be to a date following the Expiration Date; and
(iv) to interpret the terms and provisions of the Stock Option (including related written instruments) and to adopt, alter, and repeal such rules, guidelines and practices related to the Stock Option as it shall deem advisable, to make all determinations it deems advisable for the administration of the Stock Option, to decide all disputes with respect to the Stock Option and to otherwise supervise the administration of the Stock Option. All decisions and interpretations of the Administrator shall be binding on all persons, including the Company and Optionee.
Powers of Administrator. 58 Section 11.3.
Powers of Administrator. The Administrator shall have the following power and authority:
(i) to modify from time to time the terms and conditions of this Stock Option, including the right to accelerate at any time the exercisability or vesting of all or any portion of this Stock Option, subject to the agreement of the Optionee, and further subject to the approval by the Company’s stockholders with respect to any material amendment hereof; and
(ii) to interpret the terms and provisions of this Stock Option and to decide all disputes arising in connection herewith. [Notwithstanding the foregoing, the Administrator may only accelerate, waive or lapse the vesting restrictions applicable to this Stock Option upon (i) the Optionee’s death, disability or retirement or (ii) a change of control of the Company; provided that the foregoing will not limit the power and authority of the Administrator to enter into an employment agreement or other severance agreement or program outside of the terms of this Stock Option that provides for the automatic acceleration, waiver or lapse of any vesting restrictions set forth herein upon the termination of the Optionee’s employment or other service relationship with the Company, provided that such agreement or program is not entered into in connection with such termination.] All decisions and interpretations of the Administrator shall be binding on the parties hereto.
