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. The RSU Grants 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. Xx XXX 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.
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 each 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. The Compensation Committee may at any time discontinue granting awards under the Plan. The Compensation Committee may at any time or times amend the Plan or any award under the Plan for any purpose in the sole discretion of the Compensation Committee, but no such amendment will adversely affect the rights of the holder of any award previously granted under the Plan without the consent of such holder. Participants Schedule I Xxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxxxxxxxx Xxxxxx PANTHER II TRANSPORTATION, INC. Xxxxxxxxxx 2005 Cash Bonus Plan September 14, 2005 The following sets forth the terms and conditions under which a cash bonus for fiscal year 2005 may be paid to Xxxxxx X. Xxxxxxxxxx (“Xxxxxxxxxx”) based on the achievement by Panther II Transportation, Inc. (the “Company”) of certain EBITDA targets for fiscal year 2005.
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 each 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. The Compensation Committee may at any time discontinue granting awards under the Plan. The Compensation Committee may at any time or times amend the Plan or any award under the Plan for any purpose in the sole discretion of the Compensation Committee, but no such amendment will adversely affect the rights of the holder of any award previously granted under the Plan without the consent of such holder. PANTHER II TRANSPORTATION, INC. 2005 Supplemental Cash Bonus Plan September 14, 2005 The following sets forth the terms and conditions of the 2005 Supplemental Bonus Plan for specified members of senior management of Panther II Transportation, Inc. (the “Company”)
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/ Xxxxxx X. Xxxxxxxxxx 9/26/05 Xxxxxx X. Xxxxxxxxxx CEO Xxxxxxxxxx Cash Bonus Plan -3- EXHIBIT 11.1(a) BORROWING BASE CERTIFICATE PANTHER II TRANSPORTATION, INC. 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 RSU Grant Agreement and these 20__ RSU Grant Provisions. Decisions of the Committee regarding the interpretation and administration of the RSU Grant shall be final and binding on all parties. The 20__ RSU Grant Agreements and the 20__ RSU Grant Provisions 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 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:
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 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:-
