For greater certainty, any adjustments made by the Timken Compensation Committee will be deemed incorporated by reference herein as if fully set forth below and will be binding on the parties hereto and their respective Subsidiaries.
Compensation Committee means the Compensation Committee of the Board.
Benefits Committee means the Employee Benefits Committee of Textron.
Transition Committee shall have the meaning set forth in Section 2.14.
Plan Committee means a committee of two or more directors appointed by the Board to administer the Plan.
Retirement Committee means a committee consisting of the Company’s Vice President of Human Resources, the Director of HR Operations and the Compensation & Benefits Manager.
Retirement board or "board" means the retirement system's governing board provided for in 2-15-1010.
Remuneration Committee means the remuneration committee of the Company;
Nomination Committee means the nomination committee of the Board established in accordance with Article 116;
Board Committee means those individual Directors who have been appointed by the Board of Directors with the powers and responsibilities specified in Article V and to which has been delegated any fiduciary responsibilities of the Board of Directors with respect to the Plan.
Nomination and Remuneration Committee means a Committee of Board of Directors of the Company, constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement.
Average Incentive Compensation means the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 6(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);
Clawback Eligible Incentive Compensation means all Incentive-based Compensation Received by an Executive Officer (i) on or after the effective date of the applicable Nasdaq rules, (ii) after beginning service as an Executive Officer, (iii) who served as an Executive Officer at any time during the applicable performance period relating to any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period (as defined below).
Incentive Compensation Plans means annual incentive compensation plans and long‑term incentive compensation plans of the Company, which long‑term incentive compensation plans may include plans offering stock options, restricted stock and other long‑term incentive compensation.
Sub-Committee means a committee of a committee created by the Board.
Independent Board Committee means the independent board committee of the Company
the Board means the board of directors of the Company;
Administrative Committee means the committee in charge of Plan administration, as described in Article VII.
Incentive Compensation Plan means any plan, agreement or other arrangement that provides for the grant or issuance of equity or equity-based awards and that is now in effect or is hereafter adopted by the Company or the Manager for the benefit of any of their respective employees or other service providers (including directors, advisers and consultants), or the employees or other services providers (including directors, advisers and consultants) of any of their respective Affiliates or Subsidiaries.
Executive Committee means a group of directors elected or appointed to act on behalf of, and within the powers granted to them by, the Commission.
Banning Committee means a Committee constituted for the purpose of these guidelines by the competent authority. The members of this Committee shall not, at any stage, be connected with the tendering process under reference.
Evaluation Committee means a body appointed to perform the evaluation of Offerors’ proposals.
Selection Committee means a committee of individual(s) who evaluate and rank proposals; conduct negotiations; and makes a contract award recommendation to the District and its respective Committees.
Appeal Committee means the appeal committee established by the Council in terms of section 12(3)(a);
Annual Incentive Award means an Award made subject to attainment of performance goals (as described in Section 14) over a performance period of up to one year (the Company’s fiscal year, unless otherwise specified by the Committee).
the Committee means the Committee of Management of the Association referred to in rule 10 (1);
Performance Compensation Award means any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.