The "sole discretion" clause grants one party the exclusive authority to make decisions or take actions without needing approval or consent from the other party involved. This clause is often used to give flexibility and control over specific matters outlined in a contract, allowing the designated party to act based on their judgment and preferences.
Notwithstanding any provision in this document or otherwise to the contrary, the Committee, in its sole discretion, reserves the right (a) to determine the eligibility requirements for participation in the Program; (b) to determine whether an employee satisfies the eligibility requirements for participation in the Program; (c) to award an Award, if any, to a Participant under the Program; (d) to deny payment of an Award to a Participant otherwise eligible under the terms of the Program or this document; (e) to make an Award, if any, to a Participant in a greater or lesser amount than provided for in the Program or this document; and/or (f) to make an Award, if any, in a manner or on a schedule other than as provided for in the Program or this document.
Individuals eligible to be Participants under the Program are limited to the Company’s full-time employees or full-time employees of the Company’s affiliates or subsidiaries as determined from time to time, and at any time, at the sole discretion of the Company’s President; provided, however, that Committee approval shall be required for any individual who is an executive officer of the Company or who has an annual base salary in excess of $250,000.
Target Index Amount The “Target Index Amount” for each Participant is determined by multiplying (i) the Participant’s guideline percentage (based upon the Participant’s position and determined at the sole discretion of the Committee or, if not specifically determined by the Committee, at the sole discretion of the Company’s President) by (ii) the Participant’s base salary effective as of the later of April 1, 2019 or the date upon which such Participant becomes eligible to participate in the Program, as determined at the sole discretion of the Committee or, if not specifically determined by the Committee, at the sole discretion of the Company’s President.
As previously reported in our Current Report on Form 8-K filed with the SEC on May 1, 2019, the Company, the Borrower, the Subsidiary Guarantor and the Lender entered into a Thirteenth Amendment to Modification Agreement (the “Thirteenth Modification Agreement Amendment”) on April 29, 2019, pursuant to which the parties agreed to amend the Modification Agreement to provide that the dates on which the Lender may elect, in the Lender’s sole discretion, to terminate the Modification Period would be July 31, 2018 and May 15, 2019 (with each such date permitted to be extended by the Lender in its sole discretion);
Notwithstanding any other provision of this agreement, this agreement shall not be binding upon either party unless this agreement is approved in writing by the Compensation Committee, in its sole discretion.
With respect to each Contract Year, Executive will be entitled to earn a “Performance Incentive Bonus”. The Performance Incentive Bonus shall be determined by the Compensation Committee of the Board (the “Compensation Committee”), in its sole discretion, based upon an assessment of Executive’s performance during the Contract Year in respect of the following Board determined objectives (which objectives may be modified by the Board from time to time, in the Board’s sole discretion): succession planning in respect of GBLI’s senior executives, executive turnover and recruiting, new and existing product developments, implementation of underwriting tools utilizing artificial intelligence, business development, acquisitions & divestitures, operating improvements and efficiencies, regulatory and rating agency results and relationships, and coordination with the Chairman and with the Board. A Performance Bonus determined in accordance with this Section 4(b) shall be deemed earned by Executive and shall be paid to Executive on April 1 of the calendar year immediately following the close of the relevant Contract Year if Executive is on such date (i.e., April 1) then employed by GBLI and in good standing, as determined by the Board in its sole discretion.
Awards Outside of the United States. With respect to any Participant or eligible Employee or Consultant who is resident outside of the United States, the Committee may, in its sole discretion, amend or vary the terms of the Plan in order to conform such terms with the requirements of local law, to meet the goals and objectives of the Plan, and may, in its sole discretion, establish administrative rules and procedures to facilitate the operation of the Plan in such non-U.S. jurisdictions. The Committee may, where it deems appropriate in its sole discretion, establish one or more sub-plans of the Plan for these purposes.
Exercisability and Duration. An Option will become exercisable at such times and in such installments as may be determined by the Committee in its sole discretion at the time of grant; provided, however, that no Incentive Stock Option may be exercisable after ten (10) years from its date of grant (five (5) years from its date of grant if, at the time the Incentive Stock Option is granted, the Participant owns, directly or indirectly, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company).
Payment of Exercise Price. The total purchase price of the shares to be purchased upon exercise of an Option will be paid entirely in cash (including check, bank draft or money order); provided, however, that the Committee, in its sole discretion and upon terms and conditions established by the Committee, may allow such payments to be made, in whole or in part, by tender of a Broker Exercise Notice, of Previously Acquired Shares, or of a promissory note (on terms acceptable to the Committee in its sole discretion), through the withholding of shares of Common Stock from the number of shares of Common Stock otherwise issuable upon the exercise of the Option, or by a combination of such methods, or by any other form of payment the Committee may authorize.
At the end of the Bonus Year, the Committee, in its sole discretion, will determine a Participant’s achievement of his/her Performance Measures. A Participant’s percentage achievement of his/her Performance Measures will determine the Payout Amount for which the Participant may be eligible, in the Committee’s sole discretion, as provided on Exhibit A.
Exercisability of Options. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall determine in its sole discretion. An Option may not be exercised for a fraction of a Share. After an Option is granted, the Committee, in its sole discretion, may accelerate the exercisability of the Option.
Grants. The Committee shall, in its sole discretion, have the authority to grant to any Eligible Employee (subject to Section 5.2) Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. The Committee shall, in its sole discretion, have the authority to grant any Consultant or Non-Employee Director Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not qualify shall constitute a separate Non-Qualified Stock Option.
“Sole discretion” refers to the exclusive authority or power granted to an individual or party to make decisions within certain parameters without requiring consent or approval from others. This term is frequently used in legal contracts to specify that one party has unilateral control over specific decisions.
You should use “sole discretion” in situations where it is important to clearly establish that one party has the exclusive authority to make a decision. This can help avoid disputes and ensure clarity. For example, a business might want to retain sole discretion regarding the allocation of resources or the approval of project changes to maintain efficiency and control.
When incorporating “sole discretion” into a contract or document, it is crucial to ensure that the term is clear and the scope of the discretion is well-defined. The phrase is typically included in clauses where authority and decision-making power need to be explicitly ascribed to one party. An example of how it might appear in a contract is:
“The Company shall have the sole discretion to terminate this agreement at any time, for any reason.”
“Sole discretion” is often found in various types of contracts, including:
In these contracts, the use of “sole discretion” helps clarify who holds decision-making power and reduces potential conflicts by making one party’s authority explicit.
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Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
The "sole remedy" clause in a contract specifies that the remedies outlined in the agreement are the exclusive resolutions available to the parties in case of a breach or dispute. By including this clause, parties agree not to seek any additional or alternative legal actions or claims outside what is expressly provided in the contract.
Special conditions in a contract refer to specific terms and provisions that are tailored to the unique requirements of the agreement, distinguishing them from the standard or general clauses. These conditions address particular circumstances or obligations, ensuring that the contract meets the specific needs and expectations of the parties involved.
Specific performance is a legal remedy in contract law that requires a party to perform their contractual obligations as specified, rather than paying damages for failing to do so. This remedy is typically reserved for situations where monetary compensation is inadequate, such as in contracts involving unique goods or properties.
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