Administration of the Plan. The Plan shall be administered by a committee (the "Committee") consisting of two or more members of the Company's Board of Directors (the "Board"). The Committee shall from time to time determine to whom options or other rights shall be granted under the Plan, whether options granted shall be incentive stock options ("ISOs") or nonqualified stock options ("NSOs"), the terms of the options or other rights, and the number of shares that may be granted under options. The Committee shall report to the Board the names of individuals to whom stock or options or other rights are to be granted, the number of shares covered, and the terms and conditions of each grant. The determinations described in this Section 2 may be made by the Committee or by the Board, as the Board shall direct in its discretion, and references in the Plan to the Committee shall be understood to refer to the Board in any such case. The Committee shall select one of its members as Chairman and shall hold meetings at such times and places as it may determine. A majority of the Committee shall constitute a quorum, and acts of the Committee at which a quorum is present, or acts reduced to or approved in writing by all the members of the Committee, shall be the valid acts of the Committee. The Committee shall have the authority to adopt, amend, and rescind such rules and regulations as, in its opinion, may be advisable in the administration of the Plan. All questions of interpretation and application of such rules and regulations, of the Plan and of options granted thereunder (the "Options"), shall be subject to the determination of the Committee, which shall be final and binding. The Plan shall be administered in such a manner as to permit those Options granted hereunder and specially designated under Section 5 hereof as an ISO to qualify as incentive stock options as described in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). For so long as Section 16 of the Securities Exchange Act of 1934, as amended from time to time (the "Exchange Act"), is applicable to the Company, each member of the Committee shall be a "non-employee director" or the equivalent within the meaning of Rule 16b-3 under the Exchange Act, and, for so long as Section 162(m) of the Code is applicable to the Company, an "outside director" within the meaning of Section 162 of the Code and the regulations thereunder. With respect to persons subject to Section 16 of the Exchange Act ("Insiders"), transac...
Administration of the Plan a. The Plan will be administered by the Company in accordance with its terms and the costs of administration shall be the responsibility of the Company. Upon determination of each Quarterly Profit calculation, such calculation shall be forwarded to the Chair of the Union Negotiating Committee accompanied by a Certificate of Officer signed by the Chief Financial Officer of the Company, providing a detailed description of any adjustments made to Earnings Before Income and Taxes and stating that Profit was determined in accordance with GAAP and that Quarterly Profit was calculated in accordance with this Section.
Administration of the Plan. Subject to and in accordance with the terms and conditions outlined in this Section, the Company shall administer the Supplemental Unemployment Benefits Plan (Plan) and may prescribe reasonable rules and regulations. The costs of administering the Plan shall be borne by the Company.
Administration of the Plan. Except as herein otherwise specifically provided, the Plan shall be administered by the Committee in accordance with its terms, the whole subject to applicable law. The Committee shall have full and complete authority to interpret the Plan, to prescribe such rules and regulations and to make such other determinations as it deems necessary or desirable for the administration of the Plan. The Committee may from time to time, subject to the terms of the Plan, delegate to officers or employees of a Nortel Networks Company or to third parties, including an Administrator if one is appointed, the whole or any part of the administration of the Plan and shall determine the scope and terms and conditions of such delegation, including the authority to prescribe rules and regulations. Any interpretation, rule, regulation or determination made or other act of the Committee shall be final and binding on the Participants and their beneficiaries and legal representatives and Nortel Limited and its shareholders. No member of the Committee or the Board shall be liable for any action or determination made in good faith pursuant to the Plan. To the full extent permitted by law, Nortel Limited shall indemnify and save harmless each person made, or threatened to be made, a party to any action or proceeding by reason of the fact that such person is or was a member of the Committee or is or was a member of the Board and, as such, is or was required or entitled to take action pursuant to the terms of the Plan. Except as Participants may otherwise be advised by prior written notice of at least thirty (30) days, all costs of the Plan, including any administration fees and reasonable brokerage fees related to the purchase of Common Shares pursuant to Section 8, shall be paid by Nortel Limited. For greater certainty, Nortel Limited shall not pay or be responsible for brokerage or other fees incurred by Participants in respect of the disposition of any Common Shares.
Administration of the Plan. Subject to the final authority of the Board, the administration of the plan shall be vested in the Human Resources Department. The Human Resources Department shall keep a record of the credits and deductions for each employee and shall provide a statement in hours to each employee annually of the state of their credit under the plan.
Administration of the Plan. The administration of the Plan shall be managed by the Committee. All determinations of the Committee shall be made by a majority of its members either present in person or participating by conference telephone at a meeting or by written consent. The Committee shall have the power to prescribe and modify the forms of Award Agreement, correct any defect, supply any omission or clarify any inconsistency in the Plan and/or in any Award Agreement and take such actions and make such administrative determinations that the Committee deems appropriate in its sole discretion. Any decision of the Committee in the administration of the Plan, as described herein, shall be final, binding and conclusive on all parties concerned, including the Company, its stockholders and Subsidiaries and all Participants.
Administration of the Plan. The Board shall have the right to establish the Committee to administer the ESO Plan 2018 under the terms of the Company’s constitution, and to grant Options. In addition, the Committee, in its absolute discretion, may delegate its authority to grant Options to an officer or committee of officers of the Company, subject to reasonable limits and guidelines established by the Committee at the time of such delegation and subject to Applicable Law.
Administration of the Plan. This Plan shall be administered by the Board (excluding any Participants). The Board has sole discretion to interpret the Plan and to determine all questions arising in the administration, interpretation, and application of the Plan. The Board’s powers include the power, in its sole discretion and consistent with the terms of the Plan, to determine who is eligible to participate in this Plan, to determine the eligibility for and the amount of benefits payable under the Plan, to establish rules for determining when and how elections can be made, to adopt any rules relating to administering the Plan and to take any other action it deems appropriate to administer the Plan. The Board may delegate its authority hereunder to one or more officers of the Company. Whenever payments are to be made under this Plan, such payments shall be made consistent with the terms of the applicable Election and no interest shall be paid on such amounts for any reasonable delay in making the payments. The Board’s decisions under the Plan shall be final and binding on all Participants, as well as the Participant’s heirs, assigns, administrator, executor, and any other person claiming through the Participant. This Plan shall be interpreted and administered in a manner that complies with Section 409A.
Administration of the Plan. The Plan shall be administered by the Committee which may make such rules and regulations and establish such procedures for the administration of this Plan as it deems appropriate. In the event of any dispute or disagreements as to the interpretation of this Plan or of any rule, regulation or procedure or as to any questioned right or obligation arising from or related to this Plan, the decision of the Committee shall be final and binding upon all persons.
Administration of the Plan. The Committee shall interpret and administer the Plan. The Committee shall establish rules for the administration of the Plan. The Committee shall have the discretionary authority to construe the terms of the Plan and shall determine all questions arising in its administration, interpretation and application, including those concerning eligibility for benefits. All determinations of the Committee shall be final and binding on all Participants and Beneficiaries. The Committee may appoint a sub-committee or an agent or other representative to act on its behalf and may delegate to such sub-committee or agent or representative any of its powers hereunder. Any action that such sub-committee or agent or representative takes shall be considered to be the action of the Committee, when the sub-committee or agent or representative is acting within the scope of the authority that the Committee delegated to it, and the Committee shall be responsible for all such actions. The Company will pay all the expenses relating to administration of the Plan, and, as permitted by law, the Company will indemnify and save each Committee member, each sub-committee member or agent or representative harmless against expenses, claims, and liabilities arising out of being such Committee member, sub-committee member or agent or representative within the time, if any, required by Section 409A of the Code. The Committee also may employ such accountants, counsel, specialists and other advisory clerical persons as it deems necessary or desirable in connection with administration of the Plan. The Committee is entitled to rely conclusively on any opinions from its accountants or counsel. The Committee will keep all books of account, records and other data necessary for proper administration of the Plan.