Administration and Amendment Sample Clauses

Administration and Amendment. The Board shall interpret this Agreement and shall prescribe such rules and regulations in connection with the operation of the Agreement as the Board determines in good faith to be advisable. The Board may unilaterally amend the Plan and this Agreement to the extent necessary for compliance with any changes in applicable tax, securities or other legal requirements. Further, the Board may unilaterally amend or rescind its rules and regulations from time to time, provided such action shall not impair the Grantee’s substantive rights under this Agreement. The good-faith interpretation by the Board of any of the provisions of this Agreement shall be final and binding upon the Corporation and the Grantee.

Administration and Amendment. The Committee may make RSU Grants to Key Employees. The Committee shall approve the GCP Leadership Team members who are to receive RSU Grants. The Committee (or the designee of the Committee, which may include the Chief Executive Officer of the Company) shall approve RSU Grants for all other Key Employees. No member of the Committee shall be eligible to receive a RSU Grant while serving on the Committee. The Committee has full and exclusive authority to administer the RSU Grants, and to interpret the provisions of each RSU Grant Agreement and the Administrative Practices specified herein, as well as the provisions of each RSU Grant Agreement. Decisions of the Committee regarding the interpretation and administration of the RSU Grants shall be final and binding on all parties. The Administrative Practices for the RSU Grant specified herein may be amended by the Committee, provided that, no amendment or discontinuance of RSU Grants shall, without a Participant’s consent, adversely affect his rights in any cash payment or stock award related thereto. Each Participant’s RSU Grant shall be evidenced by a RSU Grant Agreement that specifies the number of RSUs granted to the Participant, the manner of settlement related to any RSU awards that become payable, and such other terms and conditions as the Committee shall approve. No RSU Grant, nor any cash payment or stock award related thereto, or other right thereunder, shall be subject in any manner to alienation, sale, transfer, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution, or by the terms of a Participant’s Designation of Beneficiary, if any, on file with the Company. For the avoidance of doubt, the RSU Grants that are scheduled to be settled as a stock award shall be granted under the Stock Incentive Plan, and the terms of this Annex A shall be interpreted in a manner that is consistent with the terms of the applicable Stock Incentive Plan such that the provisions contained in these Administrative Practices shall be in addition to, and not in replacement of, the applicable terms of such Plan.

Administration and Amendment. 13.1 The Directors shall administer the Award. 13.2 The Directors may amend the Agreement and the Conditions from time to time provided that: 13.2.1 The Directors may not amend the Agreement and/or the Conditions if the amendment applies to Awards granted before the amendment was made and materially adversely affects the interests of Award Holders except that an Award Holder whose Awards would be adversely affected may consent to the application of the amendment to those Awards. 13.2.2 The Directors may not make any amendment to the advantage of Award Holders without the prior approval of the Company in general meeting (except for minor amendments to benefit the administration of the Award, to take account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for Award Holders or for a Group Company). 13.3 Any decision under this Agreement and whether to consider making such a decision, shall be entirely at the sole discretion of the Directors.

Administration and Amendment. The Plan will be administered by the Compensation Committee. The Compensation Committee will have the authority to (a) determine the terms and conditions of any award under the Plan; (b) prescribe the form or forms of any instruments evidencing awards and any other instruments required under the Plan and to change such forms from time to time; (c) adopt, amend and rescind rules and regulations for the administration of the Plan; and (d) interpret the Plan and any award granted under the Plan and to decide any questions and settle all controversies and disputes that may arise in connection with the Plan or any award granted thereunder. Such determinations of the Compensation Committee will be conclusive and will bind all parties. /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 9/26/05 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ CEO Date: , 200 This Borrowing Base Certificate (this “Certificate”) is given by PANTHER II TRANSPORTATION, INC., an Ohio corporation (“Borrower”), pursuant to subsection 4.2(d) of that certain Amended and Restated Credit Agreement dated as of January 11, 2006 among Borrower, Antares Capital Corporation, as agent (“Agent”), and the financial institutions party thereto as lenders (collectively, the “Lenders”), as such agreement may have been further amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement. The officer executing this Certificate is a Responsible Officer of Borrower and as such is duly authorized to execute and deliver this Certificate on behalf of Borrower. By executing this Certificate such officer hereby certifies to Agent and Lenders that:

Administration and Amendment. The Committee has full and exclusive authority to administer the RSU Grant, and to interpret the provisions of each Grant Agreement and the Administrative Practices specified herein, as well as the provisions of each RSU Grant Agreement. Decisions of the Committee regarding the interpretation and administration of the RSU Grant shall be final and binding on all parties. The Administrative Practices for the RSU Grant specified herein may be amended by the Committee, provided that, no amendment or discontinuance of RSU Grants shall, without a Participant’s consent, adversely affect his or her rights in any cash payment or stock award related thereto.

Administration and Amendment. 8.1 The terms of this Deed shall be administered under the direction of the Board who may at any time and from time to time by resolution and without other formality amend or augment the terms of this Deed in any respect provided that:- (a) no amendment shall operate to affect adversely in any way any rights already acquired by Mr W▇▇▇▇▇, ▇▇thout the consent of Mr W▇▇▇▇▇; (b) no amendment may be made to the advantage of Mr W▇▇▇▇▇ ▇▇▇ept with the prior approval of the Company in General Meeting except for minor amendments to benefit the administration of the Deed and amendments to obtain and maintain favourable tax, exchange control or regulatory treatment for Mr W▇▇▇▇▇ ▇▇ for any Member of the Group. 8.2 The Board shall determine any matter relating to the interpretation of this Deed (including the rectification of errors or mistakes or procedure or otherwise), provided that in the event of a dispute, the matter shall be referred to independent accountants acceptable to the Company and Mr ▇▇▇▇▇▇, ▇▇ting as experts and not as arbitrators, and their decision as to the matter referred, as well as to the costs of the determination, shall be final. 8.3 The provisions of the Company's Articles of Association for the time being with regard to the service of notices shall apply mutatis mutandis to any notices to be given by the Company hereunder. 8.4 The Board shall be entitled to authorise any person to execute on behalf of Mr W▇▇▇▇▇, ▇▇ the request of Mr W▇▇▇▇▇, ▇▇y document relating to this Option, in so far as such document is required to be executed pursuant hereto. This Deed (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement or its formation) shall be governed by and construed in accordance with English law. APPENDIX

Administration and Amendment. The Committee has full and exclusive authority to administer the RSU Grant, and to interpret the provisions of each Grant Agreement and the Administrative Practices specified herein, as well as the provisions of each RSU Grant Agreement. Decisions of the Committee regarding the interpretation and administration of the RSU Grant shall be final and binding on all parties. The Administrative Practices for the RSU Grant specified herein may be amended by the Committee, provided that, no amendment or discontinuance of RSU Grants shall, without a Participant's consent, adversely affect his or her rights in any cash payment or stock award related thereto. Annex A RSU Grant Each Participant's RSU Grant is made pursuant to a RSU Grant Agreement that specifies the number of RSUs granted to the Participant, the manner of settlement related to any RSU awards that become payable, and such other terms and conditions as the Committee shall approve, inclusive of the provisions of this Annex A, which are incorporated into the RSU Grant Agreement to which this Annex A is attached. For the avoidance of doubt, the RSU Grants that are scheduled to be settled as a stock award shall be granted under the Stock Incentive Plan, and the terms of this Annex A shall be interpreted in a manner that is consistent with the terms of the Stock Incentive Plan such that the provisions contained in these Administrative Practices shall be in addition to, and not in replacement of, the applicable terms of such Plan.

Administration and Amendment. 8.1 The terms of this Schedule shall be administered under the direction of the Board who may at any time and from time to time by resolution and without other formality amend or augment the terms of this Schedule in any respect provided that: (a) no amendment shall operate to effect adversely in any way rights already acquired by the Consultant without the consent of the Consultant; (b) no amendment may be made to the advantage of the Consultant except with the prior approval of the Company in General Meeting except for minor amendments to benefit the administration of the Schedule and amendments to obtain and maintain favourable tax, exchange control or regulatory treatment for the Consultant or for any Member of the Group. 8.2 The Board shall determine any matter relating to the interpretation of this Schedule (including the rectification of errors or mistakes or procedures or otherwise), provided that in the event of a dispute, the matter shall be referred to independent accountants acceptable to the Company and the Consultant, acting as experts and not as arbitrators, and their decision as to the matter referred, as well as to the costs of the determination, shall be final. 8.3 The provisions of the Company's Articles of Association for the time being with regard to the service of notices shall apply mutatis mutandis to any notices to be given by the Company hereunder.

Administration and Amendment. 16.1 The Directors shall administer the Scheme. 16.2 The Directors may amend the Scheme from time to time provided that: 16.2.1 The Directors may not amend the Scheme if the amendment applies to Awards granted before the amendment was made and materially adversely affects the interests of Award Holders except that an Award Holder whose Awards would be adversely affected may consent to the application of the amendment to those Awards. 16.2.2 The Directors may not make any amendment to the advantage of Award Holders if that amendment relates to the definition of “Bad Leaver”, “Employee”, “Good Leaver”, Rules 4, 5, 6, 9, 10, 11, 12 and 14 without the prior approval of the Company in general meeting (except for minor amendments to benefit the administration of the Scheme, to take account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for Award Holders or for a Group Company). 16.3 The cost of establishing and operating the Scheme shall be borne by the Group Companies in proportions determined by the Directors. 16.4 Any decision under the Scheme and whether to consider making such a decision, shall be entirely at the discretion of the Directors. 16.5 The Directors shall determine any question of interpretation and settle any dispute arising under the Scheme matters and their decision shall be final.