Rule 16b-3 Administration Clause Samples
The Rule 16b-3 Administration clause outlines the procedures and authority for administering equity compensation plans in compliance with Rule 16b-3 under the Securities Exchange Act of 1934. Typically, this clause designates a committee or the board of directors to oversee the granting, modification, and reporting of stock options or other equity awards to officers and directors, ensuring that such transactions are exempt from short-swing profit rules. Its core function is to ensure that the company’s equity compensation practices are managed in a way that minimizes legal risk and maintains compliance with federal securities regulations.
Rule 16b-3 Administration. Any function relating to a Section 16 Person shall be performed solely by the Committee or the Board if necessary to ensure compliance with applicable requirements of Rule 16b-3, to the extent the Committee determines that such compliance is desired. Each member of the Committee or person acting on behalf of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer, manager or other employee of the Company or any Affiliate, the Company’s independent certified public accountants or any executive compensation consultant or attorney or other professional retained by the Company to assist in the administration of the Plan.
Rule 16b-3 Administration. Any function relating to a Section 16 Person shall be performed solely by the Committee or the Board if necessary to ensure compliance with applicable requirements of Rule 16b-3, to the extent the Committee determines that such compliance is desired. Each member of the Committee or person acting on behalf of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by any officer, manager or other employee of the Company or any Affiliate, the Company’s independent certified public accountants or any executive compensation consultant or attorney or other professional retained by the Company to assist in the administration of the Inducement Award Agreement.