AMIE » Topics » Administration of Amended Plan

This excerpt taken from the AMIE DEF 14A filed Apr 18, 2007.

Administration of Amended Plan


With respect to awards granted to our independent directors, the administrator of the Amended Plan is our board of directors. The Compensation and Nominating Committee of our board of directors is the administrator of the Amended Plan for all other persons, unless our board of directors assumes authority for administration. The Compensation and Nominating Committee must consist of two or more directors, each of whom qualifies as a “non-employee director” pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and an “outside director” for purposes of Section 162(m) of the Code. The Compensation and Nominating Committee may delegate its authority to grant Awards under the Amended Plan to persons other than our officers, or to a committee consisting of one or more Compensation and Nominating Committee members or officers. The administrator has the power to:



select which directors, employees and consultants are to receive Awards and the terms of such Awards, consistent with the Amended Plan;



determine whether options are to be NQSOs or ISOs, or whether Awards are to qualify as “performance-based” compensation under Section 162(m) of the Code;



construe and interpret the terms of the Amended Plan and awards granted pursuant to the Amended Plan;



adopt rules for the administration, interpretation and application of the Amended Plan;



interpret, amend or revoke any of the rules adopted for the administration, interpretation and application of the Amended Plan; and



amend one or more outstanding awards in a manner that does not adversely affect the rights and obligations of the holder of such award.


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