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This excerpt taken from the ADCT DEF 14A filed Dec 15, 2009. Administration
The Compensation Committee will administer the 2010 GSIP and
will have full power and authority to determine when and to whom
awards will be granted, and the type, amount, form of payment
and other terms and conditions of each award, consistent with
the provisions of the 2010 GSIP. In addition, the Compensation
Committee can specify whether, and under what circumstances,
awards to be received under the 2010 GSIP or amounts payable
under such awards may be deferred automatically or at the
election of either the holder of the award or the Compensation
Committee. Subject to the provisions of the 2010 GSIP, the
Compensation Committee may amend or waive the terms and
conditions, or accelerate the exercisability, of an outstanding
award. The Compensation Committee has authority to interpret the
2010 GSIP and establish rules and regulations for the
administration of the 2010 GSIP.
The Compensation Committee may delegate its powers under the
2010 GSIP to one or more directors (including a director who is
also one of our officers) and may authorize one or more officers
to grant awards under the 2010 GSIP, except that the
Compensation Committee may not delegate its powers to grant
awards to executive officers or directors who are subject to
Section 16 of the Exchange Act, or in a way that would
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violate Section 162(m) of the Internal Revenue Code. The
Board of Directors may also exercise the powers of the
Compensation Committee at any time, so long as its actions would
not violate Section 162(m) of the Internal Revenue Code.
This excerpt taken from the ADCT DEF 14A filed Jan 16, 2008. Administration
The Compensation Committee will administer the 2008 Stock Plan
and will have full power and authority to determine when and to
whom awards will be granted, and the type, amount, form of
payment and other terms and conditions of each award, consistent
with the provisions of the 2008 Stock Plan. In addition, the
Compensation Committee can specify whether, and under what
circumstances, awards to be received under the 2008 Stock Plan
or amounts payable under such awards may be deferred
automatically or at the election of either the holder of the
award or the Compensation Committee. Subject to the provisions
of the 2008 Stock Plan, the Compensation Committee may amend or
waive the terms and conditions, or accelerate the
exercisability, of an outstanding award. The Compensation
Committee has authority to interpret the 2008 Stock Plan and
establish rules and regulations for the administration of the
2008 Stock Plan.
The Compensation Committee may delegate its powers under the
2008 Stock Plan to one or more directors (including a director
who is also one of our officers) and may authorize one ore more
officers to grant awards under the 2008 Stock Plan, except that
the Compensation Committee may not delegate its powers to grant
awards to executive officers or directors who are subject to
Section 16 of the Exchange Act, or in a way that would
violate Section 162(m) of the Internal Revenue Code. The
Board of Directors may also exercise the powers of the
Compensation Committee at any time, so long as its actions would
not violate Section 162(m) of the Internal Revenue Code.
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These excerpts taken from the ADCT 10-Q filed Sep 7, 2005. Section 3. Administration.(a) Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the terms of the Plan and applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award or Award Agreement; (v) amend the terms and conditions of any Award or Award Agreement and accelerate the exercisability of Options or the lapse of restrictions relating to Restricted Stock or Restricted Stock Units; (vi) determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or 2 other property, or canceled, forfeited or suspended; (vii) determine whether, to what extent and under what circumstances cash or Shares payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee; (viii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award and any employee of the Company or any Affiliate. (b) Meetings of the Committee. The Committee shall select one of its members as its chairman and shall hold its meetings at such times and places as the Committee may determine. A majority of the Committee’s members shall constitute a quorum. All determinations of the Committee shall be made by not less than a majority of its members. Any decision or determination reduced to writing and signed by all of the members of the Committee shall be fully effective as if it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a secretary and may make such rules and regulations for the conduct of its business as it shall deem advisable. AdministrationAnnually in October, ADC will tally each Section 16 Officer’s ownership position and report it to them in conjunction with this ownership policy. This tally will also be available to each Section 16 Officer upon request. Each Section 16 Officer is responsible for promptly bringing to ADC’s attention any discrepancy between ADC’s records and any records maintained by the executive with respect to his or her ownership position. Each Section 16 Officer shall be required to sign a certificate that they understand this policy and will comply with its terms. A copy of this certificate is attached to this document as “Exhibit A.” | EXCERPTS ON THIS PAGE:
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