ACL » Topics » Administration

This excerpt taken from the ACL 6-K filed Mar 28, 2008.

Administration

 

The 2002 Alcon Incentive Plan is administered by the compensation committee of our board of directors, which has the authority to recommend and set the terms and conditions of the grant awards. Our board of directors is responsible for approving the recommendations of the compensation committee.

 

For our employees who are not considered executive officers, the compensation committee may delegate its authority under the Alcon Incentive Plan to our executive officers, subject to certain guidelines.

 

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Notes to the Financial Statements

 

8.

Directors and Senior Management Compensations (continued)

 

This excerpt taken from the ACL 20-F filed Mar 18, 2008.

Administration

 

The 2002 Alcon Incentive Plan is administered by the compensation committee of our board of directors, which has the authority to recommend and set the terms and conditions of the grant awards. Our board of directors is responsible for approving the recommendations of the compensation committee.

 

For our employees who are not considered executive officers, the compensation committee may delegate its authority under the Alcon Incentive Plan to our executive officers, subject to certain guidelines.

 

This excerpt taken from the ACL 20-F filed Mar 19, 2007.

Administration

 

The 2002 Alcon Incentive Plan is administered by the compensation committee of our board of directors, which has the authority to recommend and set the terms and conditions of the grant awards. Our board of directors is responsible for approving the recommendations of the compensation committee.

 

For our employees who are not considered executive officers, the compensation committee may delegate its authority under the Alcon Incentive Plan to our executive officers, subject to certain guidelines.

 

This excerpt taken from the ACL 20-F filed Mar 15, 2006.

Administration

 

The 2002 Alcon Incentive Plan is administered by the compensation committee of our board of directors, which has the authority to recommend and set the terms and conditions of the grant awards. Our board of directors is responsible for approving the recommendations of the compensation committee.

 

For our employees who are not considered executive officers, the compensation committee may delegate its authority under the Alcon Incentive Plan to our executive officers, subject to certain guidelines.

 

This excerpt taken from the ACL 20-F filed Mar 15, 2005.

Administration

        The 2002 Alcon Incentive Plan is administered by the compensation committee of our board of directors, which has the authority to recommend and set the terms and conditions of the grant awards. Our board of directors is responsible for approving the recommendations of the compensation committee.

        For our employees who are not considered executive officers, the compensation committee may delegate its authority under the Alcon Incentive Plan to our executive officers, subject to certain guidelines.

Shares Reserved for Awards

        Under the 2002 Alcon Incentive Plan, a total of 30 million common shares may be issued for awards. Through December 31, 2004, approximately 3.1 million of these common shares had been issued under this plan.

        Our board of directors has the authority to make appropriate adjustments to the limits described above as well as to the terms of outstanding awards, in the event of any transaction that affects our common shares such as share splits, share dividends or other similar events.

        Awards of stock options that expire unexercised, stock appreciation rights or restricted shares that are forfeited under the terms of this plan or stock appreciation rights that are exercised for cash are not included in applying the maximum limit for our common shares available for grant under this plan.

Annual and Long Term Incentive Awards

        Annual and long term incentive awards may be granted under the 2002 Alcon Incentive Plan. The awards are considered earned only if corporate, business segment or performance goals over the performance period satisfy the conditions established by the compensation committee and approved by our board of directors. The performance objectives, which may vary from employee to employee, are based on one or more financial measures and additional non-financial measures.

        Awards, as determined by our board of directors, may be paid in the form of cash, common shares or any combination of these items.

        Under the 2002 Alcon Incentive Plan, selected executive officers are awarded performance-based incentive awards, subject to a maximum limit.

Stock Options

        Under the 2002 Alcon Incentive Plan, we may grant to eligible employees stock options that are either incentive stock options or nonqualified stock options. Nonqualified stock options will not qualify as incentive stock options for federal income tax purposes under Section 422 of the U.S. Internal Revenue Code of 1986.

        The compensation committee will recommend to our board of directors for approval the number and type of stock options to grant, as well as the exercise price, applicable vesting schedule, option term and any applicable performance criteria. Unless otherwise decided by our board of directors, stock options will vest in full on the third anniversary of the date of grant, or on an option holder’s death, permanent disability or retirement (as defined in the 2002 Alcon Incentive Plan). Upon the involuntary termination of an option holder’s employment with us, all vested options will be exercisable for thirty days; provided, however, that where the termination of employment is due to (i) retirement or (ii) death or disability, they may be exercisable for their remaining term, or for 60 months not to exceed the remaining term, respectively. All unexercisable options will be forfeited. The grant price for any stock option will be not less than the fair market value of our common shares on the grant date. Unless our board of directors provides for a different period, stock options will have a term of ten years.

Stock Appreciation Rights

        We may grant stock appreciation rights, which will entitle the holder of the stock option to receive an amount equal to the difference between the fair market value and the grant price. Unless determined otherwise by our board of directors, stock appreciation rights will vest in full on the third anniversary of the date of grant or on a holder’s death, permanent disability or retirement. Upon the involuntary termination of a holder’s employment with us, all vested stock appreciation rights will be

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exercisable for thirty days; provided, however, that where the termination is due to (i) retirement or (ii) death or disability, they may be exercisable for the remaining term, or for 60 months not to exceed the remaining term, respectively. Stock appreciation rights granted in tandem with stock options can be exercised only if the related stock option is exercisable at that time. Unless our board of directors provides for a different period, stock appreciation rights will have a term of ten years.

Restricted Shares

        We are permitted to grant restricted shares. A restricted share is a common share granted to a participant subject to restrictions determined by the board of directors. A restricted share will vest and become transferable upon satisfaction of the conditions set forth in the restricted share award agreement. Restricted share awards will be forfeited if a recipient’s employment terminates prior to vesting of the award. Unless otherwise specified in the restricted share award agreement, restricted share awards will vest upon a holder’s death, permanent disability or retirement and holders of restricted shares will have the same rights on his or her restricted shares as holders of common shares.

This excerpt taken from the ACL 6-K filed Feb 17, 2005.

ADMINISTRATION

3.1 The Committee. The Plan shall be administered by the Committee, under the review and approval of the Board. Subject to Section 3.4, the Committee shall only have the authority to recommend actions and decisions for approval by the Board. The Board shall have the exclusive authority to approve actions and decisions made hereunder.
 
3.2 Authority of the Committee. The Committee, subject to approval of the Board (which approval may be granted ex ante or ex post), shall have authority, in its sole and absolute discretion and subject to the terms of the Plan, to (1) interpret the Plan; (2) prescribe such rules and regulations as it deems necessary for the proper operation and administration of the Plan, and amend or rescind any existing rules or regulations relating to the Plan; (3) select employees to receive Awards under the Plan; (4) determine the form of an Award, the number of Shares subject to an Award, all the terms, conditions, restrictions and/or limitations, if any, of an Award including, without limitation, the timing or conditions of exercise or vesting, and the terms of any Award Certificate; (5) determine whether Awards will be granted singly, in combination or in tandem; (6) establish and administer Performance Measures and Performance Goals in connection with Annual Incentive Awards, Performance-Based Awards or Other Stock-Based Awards granted to Employees under the Plan, and certify the level of performance attainment for such Performance Goals; (7) except as provided in Section 4.5(f), waive or amend any terms, conditions, restrictions or limitations of an Award; (8) in accordance with Article V, adjust the number of Shares available under the Plan or any Award; (9) accelerate the vesting, exercise or payment of an Award when such action or actions would be in the best interest of the Company, including without limitation any such acceleration of a Participant’s Award upon the Participant’s Termination of Employment without cause; (10) provide for the deferred payment of Awards in Shares and the extent to which such payment shall be credited with dividend equivalents; (11) determine whether Nonqualified Stock Options may be transferable to family members, a family trust or a family partnership; (12) establish such Subplans as the Committee may determine to be necessary in order to implement and administer the Plan in various countries; and (13) take any and all other action it deems necessary or advisable for the proper operation or administration of the Plan. Notwithstanding the foregoing, Awards made to officers and directors of the Company, as described in Rule 16b-3 of the Exchange Act, shall be approved by the Board in compliance with Rule 16b-3(d)(1) of the Exchange Act.
 
3.3 Effect of Determinations. All determinations of the Board and the Committee shall be final, binding and conclusive on all persons having an interest in the Plan.
 
3.4 Delegation of Authority. The Board, in its discretion, may delegate its authority and duties under the Plan to such other individual, individuals or committee as it may deem advisable, under such conditions and subject to such limitations as the Board shall recommend. Notwithstanding the foregoing, only the Committee shall have the authority to establish and certify Performance Goals.
 
3.5 No Liability. No member of the Committee or Board, nor any person acting as a delegate of the Committee or Board in respect of the Plan, shall be liable for any losses incurred by any person resulting from any action, interpretation or construction of the Plan.
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