CHTT » Topics » Administration

This excerpt taken from the CHTT DEF 14A filed Feb 27, 2009.



The 2009 Plan is administered by the Compensation Committee of our Board of Directors (the “Committee”), which Committee shall have at least two members, each of whom shall be appointed by and shall serve at the pleasure of the Board of Directors and be a “non-employee director” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and an “outside director” under Section 162(m) of the Code. Each grant under the 2009 Plan will be evidenced by a document that incorporates such terms and conditions as the Committee deems necessary or appropriate.


This excerpt taken from the CHTT DEF 14A filed Feb 29, 2008.



The Annual Cash Incentive Plan will be administered by and under the direction of the Compensation Committee of the Board of Directors. The Compensation Committee will have full, exclusive and final authority in all determinations and decisions affecting the Annual Cash Incentive Plan and participants, including sole authority to interpret and construe all provisions of the Plan, to adopt, amend and rescind rules and regulations for administering the Plan, and to make all other determinations necessary or appropriate for the administration of the Plan, in each case subject to and consistent with the provisions of the Plan. The Committee’s power, duty and authority under the Plan will include establishing performance periods and performance goals, the performance measurement and evaluation criteria and guidelines to be used to determine awards and the maximum potential incentive awards payable to participants for such performance periods, designating or approving eligible participants and the participant groupings that may apply to participants each performance period, resolving all questions relating to the eligibility of participants, participant groupings and the right of any participant to receive an award under the Plan, calculating the amount (including any reduction thereof) and approving the payment of incentive awards, determining the extent to which performance goals actually were achieved each performance period, correcting defects, supplying omissions or reconciling inconsistencies with respect to the Plan, engaging any administrative, legal, consulting, clerical or other services it deems appropriate in administering the Plan, and approving discretionary bonuses which will be based on performance goals and would be designed to constitute “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code. The Compensation Committee may delegate all or part of its administrative authority and power under the Plan to one or more directors or employees of the Company to the extent permitted under the exemption for performance-based compensation under Section 162(m) of the Internal Revenue Code.


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