Committee

Committee. The Compensation Committee of the Board. The Committee shall consist of at least two individuals, each of whom qualifies as (a) a Non-Employee Director, (b) an "outside director" pursuant to Section 162(m) of the Code and the regulations issued thereunder, and (c) an "independent director" under the rules of the principal securities market on which the Company's Shares are traded. Reference to the Committee shall refer to the Board if the Compensation Committee ceases to exist and the Board... does not appoint a successor Committee. In its sole discretion, the Committee may delegate to a committee, a subcommittee or one or more persons the authority to grant or amend Awards to Participants other than Awards to senior executives of the Company who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or "covered employees" within the meaning of Section 162(m) of the Code. The Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or Section 162(m) of the Code, or any regulations or rules issued thereunder, are required to be determined in the sole discretion of independent outside directors. Notwithstanding the foregoing, the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and for purposes of such Awards the term "Committee" as used in this Plan shall be deemed to refer to the Board unless the Board determines otherwise View More

Committee. The Compensation Committee of the Board or such other Committee as the Board may appoint from time to time to administer the Plan, or the Board itself if no Compensation Committee or other appointed Committee exists

Committee. A committee of one or more directors and/or officers of the Company appointed by the Board, in accordance with Section 5 hereof

Committee. The joint Governance, Compensation, and Nomination Committees of the Board of Directors, or any successor thereto or delegate thereof with the authority to act on behalf of the Committee with respect to this Plan.

Committee. (i) with respect to Awards to Employees and Consultants, the Compensation Committee of the Board or another committee appointed by the Board to administer the Plan, and (ii) with respect to Awards made to Non-Employee Directors, the Board or its delegate. Notwithstanding the foregoing, with respect to Awards to Employees that are intended to be "qualified performance-based compensation" under section 162(m) of the Code, as well as to Employees who are officers of the Company, the Committee... shall consist of two or more persons appointed by the Board, all of whom shall be "outside directors" as defined under section 162(m) of the Code and related Treasury regulations and "non-employee directors" as defined under Rule 16b-3 promulgated under the Exchange Act View More

Committee. The Compensation Committee of the Board, which shall administer the Plan

Committee. At any date, each of those members of the Compensation Committee of the Board who shall be (i) a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act, unless administration of the Plan by "non-employee directors" is not then required in order for exemptions under Rule 16b-3 to apply to transactions under the Plan, and (ii) an "outside director" as defined under Code section 162(m), unless the action taken pursuant to the Plan is not required to be taken by "outside... directors" in order to qualify for tax deductibility under Code section 162(m). Unless otherwise designated by the Board, the Committee shall include not fewer than three (3) members. In the event that fewer than three (3) members of the Committee are eligible to serve thereon, the Board may appoint one or more of its other members who is otherwise eligible to serve on the Committee until such time as three (3) members of the Committee are eligible to serve View More

Committee. The Human Resources Committee of the Board, or its successor, or such other committee of the Board to which the Board delegates power to act under or pursuant to the provisions of the Plan.

Committee. The Compensation and Leadership Talent Committee of the Board of Directors

Committee. Shall mean the Compensation Committee of the Board or such other persons or committee as the Board shall designate to administer the Plan