This excerpt taken from the ASYT DEF 14A filed Jul 27, 2007.
The 2003 Plan is administered by our Board. The Board has the power to construe and interpret the 2003 Plan and, subject to the provisions of the 2003 Plan, to: (a) select the persons to whom awards are to be made; (b) designate the number of shares covered by each stock award; (c) determine whether an option is an incentive stock option or a nonstatutory stock option; (d) establish vesting schedules; (e) specify the exercise or purchase price and the type of consideration to be paid to us upon exercise or purchase; and (f) subject to restrictions, specify any other terms. Our Board is authorized to delegate administration of the 2003 Plan to a committee composed of not fewer than two members of the Board, the composition of which is intended to satisfy the provisions of Section 162(m) of the Code and Rule 16b-3 promulgated under the Exchange Act. In the discretion of the Board, such committee may consist solely of two or more non-employee directors, within the meaning of Rule 16b-3 promulgated under the Exchange Act, or two or more outside directors within the meaning of Section 162(m) of the Code. The Board has delegated administration of the 2003 Plan to its Compensation Committee. As used herein with respect to the 2003 Plan, the Board refers to the Compensation Committee as well as to our Board.
Only members of the Compensation Committee who meet the Section 162(m) test may participate in decisions required to be made by outside directors under Section 162(m), and only members of the Compensation Committee who meet the Section 162(m) test may participate in decisions required to be made be non-employee directors. Any other member of this Compensation Committee must recuse himself or herself as applicable.
Except as provided in Section 11 of the 2003 Plan (relating to certain adjustments to the capital structure of our company and specified corporate transactions), unless shareholder approval is received, the Board may neither reduce the exercise price of an outstanding option nor cancel an outstanding option, in exchange for a new option or for shares of stock.
This excerpt taken from the ASYT DEF 14A filed Nov 3, 2006.
The Purchase Plan is administered by the Board, which has the final power to construe and interpret the Purchase Plan and the rights granted under it. The Board has the power, subject to the provisions of the Purchase Plan, to determine when and how rights to purchase our common stock will be granted, the provisions of each offering of such rights which need not be identical, and whether the employees of any subsidiary corporation of Asyst shall be eligible to participate in such offering. The Board has the power, which it has not exercised, to delegate administration of the Purchase Plan to a committee of not less than two Board members. The Board may abolish any such committee at any time and revest in the Board the administration of the Purchase Plan.