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This excerpt taken from the ASCA DEF 14A filed Apr 29, 2005. Administration. The
Plan provides for it to be administered by the Compensation
Committee of the Board of Directors or such other committee of
directors as the Board shall designate, which committee shall
consist solely of not less than two “non-employee
directors” (as such term is defined in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or any successor rule (“Rule 16b-3”))
who shall serve at the pleasure of the Board, each of whom shall
also be an “outside director” within the meaning of
Section 162(m) of the Code and Section 1.162-27 of the
Treasury Regulations or any successor provision(s) thereto
(“Section 162(m)”). However, if there are not two
persons on the Board who meet the foregoing qualifications, any
such committee may be comprised of two or more directors of the
Company, none of whom is an officer (other than a non-employee
Chairman of the Board of the Company) or employee of the Company
or a Related Company. If no such committee has been appointed by
the Board, the Plan will be administered by the Board. Such
committee as shall be designated to administer the Plan or the
Board is hereinafter referred to as the “Committee.”
The Plan is currently administered by the Compensation Committee, which is comprised of three independent directors, each of whom is a non-employee director as defined for purposes of Rule 16b-3 and an outside director as defined for purposes of Section 162(m). The Committee is authorized to, among other things, set the terms of awards to participants and waive compliance with the terms of such awards. The provisions attendant to the grant of an award under the Plan may vary from participant to participant. The Committee has the authority to interpret the Plan and adopt administrative regulations. The Committee may from time to time delegate to one or more officers of the Company any or all of its authority under the Plan, except with respect to awards granted to persons subject to Section 16 of the Exchange Act. The Committee must specify the maximum number of shares that the officer or officers to whom such authority is delegated may award, and the Committee may in its discretion specify any other limitations or restrictions on the authority delegated to such officer or officers.
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