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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:
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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