Common use of Delegation by the Committee Clause in Contracts

Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more directors and/or officers of the Company; provided, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, (b) in any way which would jeopardize the Plan’s qualification under Rule 16b-3, or (c) with respect to awards which are intended to qualify as performance-based compensation under section 162(m) of the Code.

Appears in 6 contracts

Samples: Award Agreement (Varian Semiconductor Equipment Associates Inc), Omnibus Stock Plan (Varian Semiconductor Equipment Associates Inc), Omnibus Stock Plan (Varian Medical Systems Inc)

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Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more directors and/or Directors or officers of the Company; provided, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, or (b) in any way which would jeopardize the Plan’s qualification under Rule 16b-3, or (c) with respect to awards which are intended to qualify as performance-based compensation under section Section 162(m) of the CodeCode or Rule 16b-3.

Appears in 5 contracts

Samples: Award Agreement (Edwards J D & Co), Award Agreement (Lsi Logic Corp), Award Agreement (Palmsource Inc)

Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may providecomply with applicable law, may delegate all or any part of its authority and powers under the Plan to a committee of one or more directors and/or to officers of the Company; provided, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, or (b) in any way which would jeopardize the Plan’s qualification under Rule 16b-3, or (c) with respect to awards which are intended to qualify as performance-based compensation under section 162(m) of the Code.

Appears in 5 contracts

Samples: Restricted Stock Unit Agreement (Varex Imaging Corp), Restricted Stock Unit Agreement (Varex Imaging Corp), Varex Imaging Corp

Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more directors and/or Directors or officers of the Company; provided. Notwithstanding the foregoing, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, (b) in any way which would jeopardize the Plan’s qualification under Rule 16b-3, or (c) with respect to awards which Awards that are intended to qualify as performance-based compensation under section Section 162(m) of the Code, the Committee may not delegate its authority and powers with respect to such Awards if such delegation would cause the Awards to fail to so qualify.

Appears in 4 contracts

Samples: Award Agreement (Polycom Inc), Award Agreement (Polycom Inc), Award Agreement (Polycom Inc)

Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more directors and/or Directors or officers of the Company; provided. Notwithstanding the foregoing, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, (b) in any way which would jeopardize the Plan’s qualification under Rule 16b-3, or (c) with respect to awards which Awards that are intended to qualify as performance-based compensation under section Section 162(m) of the Code, the Committee may not delegate its authority and powers with respect to such Awards if such delegation would cause the Awards to fail to so qualify (unless determined otherwise by the Board).

Appears in 3 contracts

Samples: 2004 Equity Incentive Plan (Pixar \Ca\), Walt Disney Co/, Walt Disney Co/

Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more directors and/or Directors or officers of the Company; provided, however, that unless otherwise determined by the Board, the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, (b) in any way which would jeopardize the Plan’s qualification 's qualifications under Rule 16b-3, or (c) with respect to awards which are intended to qualify as performance-based compensation under section 162(m) of the Code.

Appears in 3 contracts

Samples: Helios & Matheson Analytics Inc., Helios & Matheson Analytics Inc., Helios & Matheson Analytics Inc.

Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more directors and/or officers of the Company; provided, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, (b) in any way which would jeopardize the Plan’s qualification under Rule 16b-3, or (c) with respect to awards Awards which are intended to qualify as performance-based compensation under section 162(m) of the Code.

Appears in 2 contracts

Samples: Varian Medical Systems Inc, Varian Medical Systems Inc

Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may providecomply with applicable law, may delegate all or any part of its authority and powers under the Plan to a committee of one or more directors and/or to officers of the Company; provided, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, (b) in any way which would jeopardize the Plan’s qualification under Rule 16b-3, or (c) with respect to awards Awards which are intended to qualify as performance-based compensation under section 162(m) of the Code.

Appears in 2 contracts

Samples: Varex Imaging Corp, Varex Imaging Corp

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Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate (a) all or any part of its authority and powers under the Plan to one or more directors and/or Directors, and (b) more limited authority and powers under the Plan to one or more officers of the Company; provided, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, or (b) in any way which would jeopardize the Plan’s qualification under Rule 16b-3, or (c) with respect to awards which are intended to qualify as performance-based compensation under section Section 162(m) of the CodeCode or Rule 16b-3.

Appears in 2 contracts

Samples: Equity Incentive Plan (Cell Therapeutics Inc), Award Agreement (Cell Therapeutics Inc)

Delegation by the Committee. The Committee, Committee in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers power under the Plan this Option Agreement to one or more directors and/or officers Board Members or Officers of the Company; provided. Provided, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, (b) in any way which would jeopardize the Plan’s this Option Agreement's qualification under Rule 16b-3, or (c) with respect to awards which are intended to qualify as performance-based compensation under section 162(m) of the Code.

Appears in 2 contracts

Samples: Stock Option Agreement (Illuminet Holdings Inc), Stock Option Agreement (Verisign Inc/Ca)

Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more directors and/or Directors or officers of the Company; provided, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, an Officer or (b) in any way which would jeopardize the Plan’s qualification under Code Section 162(m) or Rule 16b-3, or (c) with respect to awards which are intended to qualify as performance-based compensation under section 162(m) of the Code.

Appears in 1 contract

Samples: Investment Agreement (Easterly Acquisition Corp.)

Delegation by the Committee. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more directors and/or Directors or officers of the Company; provided, however, that the Committee may not delegate its authority and powers (a) with respect to Section 16 Persons, (b) in any way which that would jeopardize the Plan’s qualification under Rule 16b-3, or (c) with respect to awards which are intended to qualify as performance-based compensation under section 162(m) of the Code.

Appears in 1 contract

Samples: Award Agreement (Pmi Group Inc)

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