This excerpt taken from the BBG DEF 14A filed Apr 10, 2008.
The 2008 Plan will be administered by our Compensation Committee. The Compensation Committee has the authority to establish, amend and waive rules relating to the 2008 Plan and to determine the identity of participants, the timing and amount of any awards and other terms and conditions of awards. The Compensation Committee may delegate to a committee that consists of one or more members of the Board who are not outside directors (within the meaning of Section 162(m)) the authority to grant awards to eligible persons who are either (i) not then Covered Employees (as defined in Section 162(m)) and are not expected to be Covered Employees at the time of recognition of income resulting from such award; or (ii) not persons with respect to whom we wish to comply with Section 162(m). The Compensation Committee may also delegate to a committee that consists of one or more members of the Board who are not non-employee directors (within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the Exchange Act)) the authority to grant awards to eligible persons who are not subject to Section 16 of the Exchange Act.
The regulations under Section 162(m) require that the directors who serve as members of the Compensation Committee must be outside directors. The 2008 Plan provides that directors serving on the Compensation Committee are to be outside directors within the meaning of Section 162(m). This limitation would exclude from the Compensation Committee directors who are (i) our current employees or an affiliate, (ii) our former employees or an affiliate receiving compensation for past services, other than benefits under a tax-qualified retirement plan, (iii) our current and former officers or an affiliate, (iv) our directors currently receiving direct or indirect remuneration or an affiliate in any capacity, other than as a director, and (v) any other person who is not otherwise considered an outside director for purposes of Section 162(m). The definition of an outside director under Section 162(m) is generally narrower than the definition of a non-employee director under Rule 16b-3 of the Exchange Act.