This excerpt taken from the CHG 8-K filed Feb 11, 2010.
5. Determinations; Adjustments.
(a) Prior to the payment of any Performance Shares as provided herein, the Committee shall determine in writing the extent, if any, that the Management Objectives have been satisfied and shall determine the number, if any, of Performance Shares that shall have become earned hereunder. The determinations shall occur prior to the applicable payment date set forth in Section 7 hereof. In all circumstances, the Committee shall have the ability and authority to reduce, but not increase, the amount of Performance Shares that become earned hereunder.
(b) All determinations involving the Management Objectives shall be based on Generally Accepted Accounting Principles.
(c) If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, the manner in which it conducts business or other events or circumstances render the Management Objectives to be unsuitable, the Committee may modify such Management Objectives or the related levels of achievement, in whole or in part, as the Committee deems appropriate; provided, however, that no such action may result in the loss of the otherwise available exemption of the award under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").