CPB » Topics » l Amendment

This excerpt taken from the CPB DEF 14A filed Oct 9, 2008.
l Amendment
The Board of Directors can amend, suspend or terminate the 2005 Long-Term Plan, but cannot, without shareowners’ approval, do any of the following:
  l  Increase the number of shares of Campbell stock which may be issued under the 2005 Long-Term Plan (except in the case of recapitalization, stock split, or other changes in the corporate capital structure in which event the Committee may make appropriate adjustments);
  l  Expand the type of awards available to participants;
  l  Materially expand the class of employees eligible to participate in the Plan;
  l  Materially change the method of determining the exercising price of options;
  l  Delete or limit the provision prohibiting repricing of options; or
  l  Extend the term of the Plan.
The Committee may amend or modify any outstanding awards in any manner to the extent that the Committee would have had the authority under the Plan initially to make such awards as so modified or amended.
Notwithstanding the provisions described in foregoing paragraphs, the Board has broad authority to amend the plan and any outstanding awards without the consent of a participant if the Board deems it necessary or advisable to comply with, or take into account changes in applicable laws or rules or to ensure that no award is subject to interest or penalties under Section 409A of the Internal Revenue Code.
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