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This excerpt taken from the CB DEF 14A filed Mar 19, 2009. Administration
With respect to awards made to eligible employees, the 2009
Stock Plan will be administered by the Compensation Committee.
With respect to awards made to our non-employee directors, the
2009 Stock Plan will be administered by the Governance
Committee. The respective Administrative Committee will have the
sole and complete authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the
operation of the 2009 Stock Plan as it deems advisable, and to
interpret the terms and provisions of the 2009 Stock Plan. To
the extent permitted by law, the Compensation Committee may
delegate to one or more executive officers the power to make
awards to participants who are not executive officers, provided
that the Compensation Committee shall fix the maximum amount of
such awards that its delegates can make in the aggregate and to
any one participant.
Subject to the express terms of the 2009 Stock Plan, the
respective Administrative Committee has discretion as to the
specific terms and conditions of each award and any rules
applicable thereto, including but not limited to the effect
thereon of the death, retirement or other termination of
employment or service of the participant. Awards may not be
assigned or transferred, except by will or the laws of descent
and distribution or to the participant’s immediate family
and to other permitted transferees under rules established by
the Administrative Committee. Incentive stock option awards may
not be assigned or transferred, except by will or the laws of
descent and distribution only.
The Compensation Committee may make grants to any of our
eligible employees or any of the eligible employees of our
subsidiaries, and to any natural person who provides services to
us or a subsidiary as a consultant, agent, or advisor who the
Compensation Committee determines to have the capacity to
contribute to our success. It is anticipated that the
Compensation Committee will make these determinations based on
each individual’s present and potential contribution to our
success. It is estimated that approximately 1,700 employees
will be eligible to participate in the 2009 Stock Plan, although
it is not contemplated that every eligible employee will receive
each of the different types of awards available under the 2009
Stock Plan. The Governance Committee may make grants to
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any of our eligible non-employee directors. Each of the 12
non-employee directors who we expect will continue serving on
our Board after the 2009 Annual Meeting will be eligible to
receive awards under the 2009 Stock Plan.
This excerpt taken from the CB 8-K filed Dec 11, 2006. Section 15. Administration The Plan shall be administered by the Secretary and the General Counsel of the Company, who together shall have the authority to adopt rules and regulations for carrying out the Plan and interpret, construe and implement the provisions of the Plan. | EXCERPTS ON THIS PAGE:
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