The Committee. The Plan shall be administered by the Committee. The Committee shall consist of not less than two (2) Directors. The members of the Committee shall be appointed from time to time by, and serve at the pleasure of, the Board. Each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3, and (b) an “outside director” under section 162(m) of the Code. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such failure to qualify.
Appears in 6 contracts
Samples: Omnibus Stock Plan (Varian Medical Systems Inc), Omnibus Stock Plan (Varian Semiconductor Equipment Associates Inc), Award Agreement (Varian Semiconductor Equipment Associates Inc)
The Committee. The Plan shall be administered by the Committee. The Committee shall consist of not less than two (2) Directors. The members of the Committee shall be appointed from time to time by, and serve at the pleasure of, the Board. Each member of the Committee shall qualify as (a) a “non-employee director” under Rule 16b-3, and (b) an “outside independent director” under section 162(m) of the CodeNasdaq Listing Rule 5605(a)(2). If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid to the extent permitted by law despite such failure to qualify.
Appears in 5 contracts
Samples: Restricted Stock Unit Agreement (Varex Imaging Corp), Restricted Stock Unit Agreement (Varex Imaging Corp), Varex Imaging Corp
