The Committee. For purposes of this Agreement, the term “Committee” means the Compensation Committee of the Board of Directors of the Company or any replacement committee established under, and as more fully defined in, the Plan.
The Committee. This Agreement shall be administered by the Committee. Subject to such approvals and other authority as the Board may reserve to itself from time to time, the Committee shall, consistent with the provisions of the Agreement, from time to time establish such rules and regulations and appoint such agents as it deems appropriate for the proper administration of this Agreement, and make such determinations under, and such interpretations of, and take such steps in connection with this Agreement as it deems necessary or advisable.
The Committee. The Committee acting in its absolute discretion shall exercise such powers and take such actions as are expressly called for under this Agreement. Further, the Committee shall have the power to interpret this Agreement and to take such other actions as the Committee deems equitable under the circumstances, which action shall be binding upon the Company, the Recipient and each other person directly or indirectly affected by such action. No member of the Committee shall be liable for any action or determination made in good faith with respect to this Agreement.
The Committee. This Agreement will be administered by the Board, or by a committee of the Board consisting of not less than two persons, all of whom will be "nonemployee directors" within the meaning of Rule 16b-3 under the Exchange Act. As used in this Agreement, the term "Committee" will refer to the Board or to such a committee, if established. To the extent consistent with corporate law, the Committee may delegate to any officers of the Company the duties, power and authority of the Committee under the Agreement pursuant to such conditions or limitations as the Committee may establish; provided, however, that only the Committee may exercise such duties, power and authority with respect to the Grantee if the Grantee is subject to Section 16 of the Exchange Act. The Committee may exercise its duties, power and authority under this Agreement in its sole and absolute discretion without the consent of the Grantee, unless this Agreement specifically provides otherwise. Each determination, interpretation or other action made or taken by the Committee pursuant to the provisions of this Agreement will be conclusive and binding for all purposes and on all persons, and no member of the Committee will be liable for any action or determination made in good faith with respect to this Agreement.
The Committee. The Committee shall be responsible for the management, operation and administration of the Plan, and for processing claims under Article 10 of this Plan. The Committee shall administer the Plan in accordance with its terms and shall have the discretion, power and authority to determine all questions arising in connection with the administration, interpretation and application of the Plan. Any such determination shall be conclusive and binding upon all persons. The Committee shall have all powers necessary or appropriate to accomplish its duties under the Plan. The Committee from time to time may employ others to render advice with regard to its responsibilities under this Plan and to perform services under this Plan, including the services contemplated to be performed by the Record Keeper. It may also allocate its responsibilities to others and may exercise any other powers necessary for the discharge of its duties.
The Committee. The Plan shall be administered by the Board or by a committee of the Board consisting of not less than two persons. However, from and after the date on which the Company first registers a class of its equity securities under Section 12 of the Exchange Act, the Plan shall be administered by a committee appointed by the Board consisting of not less than two Board members; provided, that all of the members of the committee shall be "non-employee directors" within the meaning of Rule 16b-3 under the Exchange Act. From and after the date on which Section 162(m) of the Code becomes applicable to the Plan, all members of the committee shall also be "outside directors" within the meaning of Section 162(m) of the Code. Members of such a committee, if established, shall be appointed from time to time by the Board, shall serve at the pleasure of the Board and may resign at any time upon written notice to the Board. In the event one or more member(s) of the Board is both an employee of the Company and permitted to serve on the committee under applicable provisions of Rule 16b-3 of the Exchange Act and Section 162(m) of the Code, at least one such Board member shall be a member of the committee. In the event one or more member(s) of the Board is both an employee of Saunders Karp & Co. and permitted to serve on the committee under applicable provisions of Rule 16b-3 of the Exchange Act and Section 162(m) of the Code, at least one such Board member shall be a member of the committee. A majority of the members of such a committee shall constitute a quorum. Such a committee shall act by majority approval of the members, shall keep minutes of its meetings and shall provide copies of such minutes to the Board. Action of such a committee may be taken without a meeting if unanimous written consent is given. Copies of minutes of such a committee's meetings and of its actions by written consent shall be provided to the Board and kept with the corporate records of the Company. As used in this Plan, the term "Committee" will refer to the Board or to such a committee, if established.