Common use of Administrative Authority Clause in Contracts

Administrative Authority. Except as otherwise specifically provided herein, the Employer shall be the Plan administrator (the “Plan Administrator”) and shall have the sole responsibility for and the sole control of the operation and administration of the Plan, and shall have the power and authority to take all action and to make all decisions and interpretations which may be necessary or appropriate in order to administer and operate the Plan, including, without limiting the generality of the foregoing, the power, duty and responsibility to: (a) Resolve and determine all disputes or questions arising under the Plan, and to remedy any ambiguities, inconsistencies or omissions in the Plan. (b) Adopt such rules of procedure and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with the Plan. (c) Implement the Plan in accordance with its terms and the rules and regulations adopted as above. (d) Make determinations with respect to the eligibility of any Eligible Employee as a Participant and make determinations concerning the crediting of Plan Accounts. (e) Appoint any persons or firms, or otherwise act to secure specialized advice or assistance, as it deems necessary or desirable in connection with the administration and operation of the Plan, and the Employer shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon, the advice or opinion of such firms or persons. The Employer shall have the power and authority to delegate from time to time by written instrument all or any part of its duties, powers or responsibilities under the Plan, both ministerial and discretionary, as it deems appropriate, to any person or committee, and in the same manner to revoke any such delegation of duties, powers or responsibilities, Any action of such person or committee in the exercise of such delegated duties, powers or responsibilities shall have the same force and effect for all purposes under this Plan as if such action had been taken by the Employer. Further, the Employer may authorize one or more persons to execute any certificate or document on behalf of the Employer, in which event any person notified by the Employer of such authorization shall be entitled to accept and conclusively rely upon any such certificate or document executed by such person as representing action by the Employer until such notified person shall have been notified of the revocation of such authority.

Administrative Authority. Except as otherwise specifically provided hereinThe Compensation Committee will appoint a Committee to administer the Plan. The members will serve until the earlier of their resignation, death or removal. Any member may resign at any time by mailing a written resignation to the Compensation Committee. Any member may be removed by the Compensation Committee, with or without cause. As of the Effective Date of the Plan, the Employer Committee shall be comprised of the Plan administrator (Company’s Vice President, Human Resources and Public Relations, the “Plan Administrator”) Company’s Vice President, Treasurer and Controller, and the Company’s Corporate Secretary and Manager, Administrative Services. The Committee shall have the sole responsibility for and the sole control of the operation and administration of the Plan, Plan and shall have the power and authority to take all action and to make all decisions and interpretations which that may be necessary or appropriate in order to administer and operate the Plan, Plan including, without limiting limitation, interpreting the generality terms of the foregoing, Plan and the power, duty duty, and responsibility to: (ai) Resolve resolve and determine all disputes or questions arising under the Plan, including the power to determine the rights of Participants and Beneficiaries, and their respective benefits, and to remedy any ambiguities, inconsistencies inconsistencies, or omissions in the Plan.; (bii) Adopt adopt such rules of procedure and regulations as as, in its opinion opinion, may be necessary for the proper and efficient administration of the Plan and as are consistent with the Plan.; (ciii) Implement implement the Plan in accordance with its terms and the rules and regulations adopted as above.; (div) Make make determinations with respect to the eligibility of any Eligible Employee individual as a Participant and make determinations concerning the crediting of or whether a Participant is entitled to receive Plan Accounts.benefits; and (ev) Appoint appoint any persons or firms, or otherwise act to secure specialized advice or assistance, as it deems necessary or desirable in connection with the administration and operation of the Plan, and the Employer Committee shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon, the advice or opinion of such firms or persons. Any and all final decisions by the Committee shall be binding and conclusive on all affected parties, unless shown to have been made in an arbitrary and capricious manner. The Employer Committee shall have the power and authority to delegate from time to time by written instrument all or any part of its duties, powers powers, or responsibilities under the Plan, both ministerial and discretionary, as it deems appropriate, to any person or committee, and in the same manner to revoke any such delegation of duties, powers powers, or responsibilities, . Any action of such person or committee in the exercise of such delegated duties, powers or responsibilities shall have the same force and effect for all purposes under this Plan hereunder as if such action had been taken by the EmployerCommittee. Further, the Employer Committee may authorize one or more persons to execute any certificate application for any Policy or any other document relating to the Plan on behalf of the EmployerCommittee, in which event any person notified by the Employer Committee of such authorization shall be entitled to accept and conclusively rely upon any such certificate Policy application or other document executed by such person as representing action by the Employer Committee until such notified third person shall have been notified of the revocation of such authority.

Administrative Authority. Except as otherwise specifically provided herein, the Employer shall be Plan Sponsor (itself or through the Recordkeeper as the Plan administrator (the “Plan Administrator”Sponsor’s agent) and shall have the sole responsibility for and the sole control of the operation and administration of the Plan, and shall have the power and authority to take all action and to make all decisions and interpretations which may be necessary or appropriate in order to administer and operate the Plan, including, without limiting the generality of the foregoing, the power, duty and responsibility to: (a) Resolve and determine all disputes or questions arising under the Plan, including the power to determine the rights of Eligible Employees, Participants and Beneficiaries, and their respective benefits, and to remedy any ambiguities, inconsistencies or omissions in the Plan. (b) Adopt such rules of procedure and regulations as in its opinion may be necessary for the proper and efficient administration of the Plan and as are consistent with the Plan. (c) Implement the Plan in accordance with its terms and the rules and regulations adopted as above. (d) Make determinations with respect to the eligibility of any Eligible Employee as a Participant and make determinations concerning the crediting and distribution of Plan Accounts. (e) Appoint any persons or firms, or otherwise act to secure specialized advice or assistance, as it deems necessary or desirable in connection with the administration and operation of the Plan, and the Employer Plan Sponsor shall be entitled to rely conclusively upon, and shall be fully protected in any action or omission taken by it in good faith reliance upon, the advice or opinion of such firms or persons. The Employer Plan Sponsor shall have the power and authority to delegate from time to time by written instrument all or any part of its duties, powers or responsibilities under the Plan, both ministerial and discretionary, as it deems appropriate, to any person or committee, and in the same manner to revoke any such delegation of duties, powers or responsibilities, including the power to delegate any administrative and/or recordkeeping functions as are required to be performed under the Plan to the Recordkeeper, subject to the Recordkeeper’s acceptance of such responsibility. Any action of such person or committee in the exercise of such delegated duties, powers or responsibilities shall have the same force and effect for all purposes under this Plan hereunder as if such action had been taken by the EmployerPlan Sponsor. Further, the Employer Plan Sponsor may authorize one or more persons persons, including the Recordkeeper, to execute any certificate or document on behalf of the EmployerPlan Sponsor, in which event any person notified by the Employer Plan Sponsor of such authorization shall be entitled to accept and conclusively rely upon any such certificate or document executed by such person as representing action by the Employer Plan Sponsor until such notified third person shall have been notified of the revocation of such authority. If the Recordkeeper is delegated any administrative or recordkeeping authority by the Plan Sponsor hereunder, the Recordkeeper shall use ordinary care and diligence in the performance of its duties pertaining to the Plan, but, except to the extent required by law, the Recordkeeper shall not incur any liability: (i) by virtue of any contract, agreement, bond or other instrument made or executed by it or on its behalf as delegatee of the Plan Sponsor; (ii) for any act or failure to act, or any mistake or judgment made, by it with respect to the business of the Plan, unless resulting from its gross negligence or willful misconduct; or (iii) for the neglect, omission or wrong doing of any other person or firm employed or retained by the Plan Sponsor. The Plan Sponsor and each Employer shall employ its own legal and tax advisors. The Plan Sponsor and each Employer shall indemnify and hold harmless the Recordkeeper and Nationwide® Financial Services and their officers, directors, employees and other representatives, and the successors and assigns of the foregoing (any one of which hereinafter is referred to as an “Indemnified Person”) from the effects and consequences of the Indemnified Person’s acts, omissions and conduct in its official capacity with respect to the Plan, except to the extent that such effects and consequences shall result from the Indemnified Person’s own willful misconduct or gross negligence. This indemnification will protect an Indemnified Person from all losses, claims, damages, liabilities and expenses incurred by an Indemnified Person (including reasonable fees and disbursements of counsel) which (i) are related to or arise out of a) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by the Plan Sponsor or b) actions taken or omitted to be taken by an Indemnified Person with the Plan Sponsor’s consent or in conformity with the Plan Sponsor’s actions or omissions; (ii) arise out of changes in investments initiated by the Employer, such as losses incurred while Plan assets are being transferred; or (iii) are otherwise related to or arise out of the Indemnified Person’s activities on behalf of the Employer. The Employer will reimburse an Indemnified Person within 30 days for all expenses (including fees and disbursements of counsel) as they are incurred by such Indemnified Person in connection with investigating, preparing or defending any such action or claim, whether or not in connection with pending or threatened litigation. In addition, if an Indemnified Person’s services are required, including deposition, expert testimony, related meetings, conferences and preparation time for such events, whether by agreement or subpoena by any party in litigation in which an Indemnified Person’s services may be relevant, Employer shall pay the Indemnified Person’s then current hourly rate for the Indemnified Person(s) involved. If an Indemnified Person is engaged by the Employer in one or more additional capacities, and the terms of this Plan or any additional agreement may be embodied in one or more separate written agreements, this indemnification shall apply to the original Plan and any such additional agreement shall remain in full force and effect following the completion or termination of this Plan.