INDEPENDENT PLAN ADMINISTRATOR Sample Clauses

INDEPENDENT PLAN ADMINISTRATOR. Various provisions of this Trust Agreement refer to the term “Independent Plan Administrator” which shall mean, unless stated otherwise in a specific provision of this Trust Agreement, and, except as provided below, an entity which is unrelated to, and unaffiliated with, the Company, and which, prior to a Change in Control has accepted in writing the position of Independent Plan Administrator under this Trust Agreement. The Independent Plan Administrator shall not be considered to be related to or affiliated with the Company solely as a result of an agreement between the Independent Plan Administrator and the Company to provide individual financial counseling services to specified Company executives or to provide financial counseling services to survivors of deceased Company employees. The Independent Plan Administrator shall be appointed by the Company and shall have its duties specified in an agreement executed by the Company and the Independent Plan Administrator prior to a Change in Control. The Trustee shall be given advance written notification of such appointment by the Company. Following a Change in Control, if the Company had failed to designate an Independent Plan Administrator prior to a Change in Control, the Independent Plan Administrator shall be appointed by the Trustee following a Change in Control and shall have its duties specified in an agreement executed by the Trustee and the Independent Plan Administrator. In the event the Independent Plan Administrator fails to act, provides services to the Company other than in its capacity as Independent Plan Administrator other than as provided above, or resigns, the Company prior to a Change in Control, or the Trustee after a Change in Control, shall retain a successor Independent Plan Administrator. Notwithstanding any other provision of this Trust Agreement, the Trustee shall be responsible only for the prudent selection of an Independent Plan Administrator after a Change in Control (i) following notice by the Company or the Independent Plan Administrator of disqualification of the Independent Plan Administrator through the provision of services to the Company other than in its capacity as Independent Plan Administrator, (ii) upon resignation or failure to act by the Company-appointed Independent Plan Administrator, or (iii) in the event the Company failed to appoint an Independent Plan Administrator prior to a Change in Control. The Trustee shall be entitled to conclusively rely on the determi...
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INDEPENDENT PLAN ADMINISTRATOR. 8 Section 5. Excess Revision................................................ 9 Section 6.
INDEPENDENT PLAN ADMINISTRATOR. Various provisions of this Trust Agreement refer to the term "

Related to INDEPENDENT PLAN ADMINISTRATOR

  • Plan Administrator The Named Plan Administrator under the Plan shall be the (choose 1, 2, 3 or 4): Note: Pentegra Services, Inc. may not be appointed Plan Administrator.

  • Named Fiduciary and Plan Administrator The “Named Fiduciary and Plan Administrator” of this Director Plan shall be Heritage Bank of Commerce until its resignation or removal by the Board. As Named Fiduciary and Plan Administrator, the Bank shall be responsible for the management, control and administration of the Director Plan. The Named Fiduciary may delegate to others certain aspects of the management and operation responsibilities of the Director Plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

  • Plan Administrator Duties The Plan Administrator shall administer this Agreement according to its express terms and shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions, including interpretations of this Agreement, as may arise in connection with this Agreement to the extent the exercise of such discretion and authority does not conflict with Code Section 409A.

  • Administrator The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties shall undertake to furnish the Trust with administrative services. The contract or contracts shall be on such terms and conditions as the Trustees may in their discretion determine.

  • Stock Plan Administration Service Provider The Company transfers the Participant's Personal Information to Fidelity Stock Plan Services LLC, an independent service provider based in the United States, which assists the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). In the future, the Company may select a different Stock Plan Administrator and share the Participant's Personal Information with another company that serves in a similar manner. The Stock Plan Administrator will open an account for the Participant to receive and trade Shares acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Participant’s ability to participate in the Plan. (c)

  • Transition Committee Prior to the Effective Time, the Parties shall establish a transition committee (the “Transition Committee”) that shall consist of an equal number of members designated by Baxter and Baxalta at all times, with each Party having the right to replace the Transition Committee members delegated by it from time to time and taking such efforts as are necessary from time to time to cause the Transition Committee to consist of an equal number of representatives of Baxter and Baxalta (in a total number determined from time to time by the Parties). The Transition Committee shall be responsible for monitoring and managing all matters related to any of the transactions contemplated by this Agreement or any Ancillary Agreements. The Transition Committee shall have the authority to (a) establish one or more subcommittees from time to time as it deems appropriate or as may be described in any Ancillary Agreements, with each such subcommittee comprised of an equal number of members representing each Party, and each such subcommittee having such scope of responsibility as may be determined by the Transition Committee from time to time; (b) delegate to any such committee any of the powers of the Transition Committee; and (c) to combine, modify the scope of responsibility of, and disband any such subcommittees, and to modify or reverse any such delegations. The Transition Committee shall establish general procedures for managing the responsibilities delegated to it under this Section 2.14, and may modify such procedures from time to time. All decisions by the Transition Committee or any subcommittee thereof shall be effective only with majority approval, and any such approval must include the approval of at least one member of the Transition Committee designated by Baxter and at least one member of the Transition Committee designated by Baxalta. The Parties shall utilize the procedures set forth in Article VII to resolve any matters as to which the Transition Committee is not able to reach a decision.

  • Indemnity of Plan Administrator The Bank shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

  • 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.

  • Stock Plan Administration Service Providers The Company transfers Data to Xxxxxx Xxxxxxx Xxxxx Xxxxxx LLC, an independent service provider, which is assisting the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share Data with such other provider serving in a similar manner. The Participant may be asked to agree on separate terms and data processing practices with the service provider, with such agreement being a condition to the ability to participate in the Plan.

  • Named Fiduciary The Company shall be the named fiduciary and plan administrator under this Agreement. It may delegate to others certain aspects of the management and operational responsibilities including the employment of advisors and the delegation of ministerial duties to qualified individuals.

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