CL » Topics » SECTION 3. ADMINISTRATION

This excerpt taken from the CL DEF 14A filed Mar 25, 2009.

SECTION 4. ADMINISTRATION.

(a) In General. The Plan shall be administered by the Personnel and Organization Committee or such other committee of the Board as the Board may from time to time designate (the “Committee”). Subject to applicable law, the Committee shall have plenary authority with respect to Awards granted pursuant to the terms of the Plan (including, without limitation, the authority to grant any Award to any Participant consistent with the terms of the Plan). The Committee may delegate such plenary authority and the specific powers given to the Committee pursuant to Sections 4(b)(i), (ii), (iii) and (iv) hereunder in accordance with applicable law (including without limitation the rules of any applicable securities exchange) and such rules, guidelines and practices as may be prescribed from time to time by the Committee; provided, however, that the Committee may not delegate such authority with respect to Awards that are (i) Qualified Performance-Based Awards made to Designated Executives or (ii) made to executives who are considered “insiders” for the purposes of Section 16 of the Exchange Act. Awards under the Plan may, but need not, be evidenced by an Award Document.

(b) Specific Powers. Without limiting the generality of the foregoing, among other things, the Committee shall have the authority, in its sole discretion, subject to the terms of the Plan:

(i) To select the Participants who are eligible for and may receive Awards from time to time;

(ii) To determine the form and amount of each Award;

(iii) To determine the terms and conditions of any Award (including, but not limited to, any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Company, any Affiliate or any division or operating unit of the Company or any Affiliate)); and

(iv) Subject to Section 13, to modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including, but not limited to, Performance Goals; provided, however, that the number of shares or the amount payable with respect to a Qualified Performance-Based Award may not be adjusted (including upward adjustments) and the Performance Goals associated therewith may not be waived or altered, in each case in a manner that would cause such Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption; provided, further, however, that, except as otherwise provided in any applicable Award Document or resolution of the Committee designating the Award, the provisions of Section 12 shall apply to any Stock-Based Award granted hereunder.

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(c) Procedures. The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall deem advisable from time to time and to interpret the terms and provisions of the Plan. Unless otherwise determined by the Committee, the officers of the Company shall have responsibility for the day-to-day administration of the Plan, consistent with any rules, guidelines and practices referred to in the immediately preceding sentence. The Committee may act only by a majority of its members then in office, except that the members thereof may (i) delegate the authority of the Committee in accordance with Section 4(a) above or (ii) authorize any one or more of its number or any officer of the Company to execute and deliver documents on behalf of the Committee.

(d) Board Action. Any authority granted to the Committee may also be exercised by the Board; provided, however, that no authority shall be granted to or exercised by the Board to the extent that the grant or exercise of such authority would cause any Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption, in the case of Qualified Performance-Based Awards, or the Section 16 Exemption. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

This excerpt taken from the CL 10-Q filed Oct 30, 2007.

SECTION 3. ADMINISTRATION

(a) In General. The Plan shall be administered by the Personnel and Organization Committee or such other committee of the Board as the Board may from time to time designate (the “Committee”). The Committee shall have plenary authority with respect to Awards pursuant to the terms of the Plan; provided that such plenary authority and the specific powers given to the Committee pursuant to Section 3(b)(i), (ii), (iii) and (iv), in each case with respect to Awards that are not Qualified Performance-Based Awards and that are made to Participants other than Designated Executives or to executives who are considered “insiders” for the purposes of Section 16 of the Exchange Act, may be delegated to, and exercised by, any of the elected officers of the Company in accordance with such rules, guidelines and practices as may be prescribed from time to time by the Committee. Awards under the Plan may (but need not) be evidenced by Award Letters.

(b) Specific Powers. Without limiting the generality of the foregoing, among other things, the Committee shall have the authority, in its sole discretion, subject to the terms of the Plan:

(i) To select the Participants who are eligible for and may receive Awards from time to time;

(ii) To determine the form and amount of each Award;

(iii) To determine the terms and conditions of any Award (including, but not limited to, any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Company, any Affiliate or any division or operating unit of the Company or any Affiliate)); and

(iv) Subject to Section 13, to modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including, but not limited to, Performance Goals; provided, however, that the number of shares or the amount payable with respect to a Qualified Performance-Based Award may not be adjusted upwards and the Performance Goals associated therewith may not be waived or altered in a manner that would cause such Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption.

(c) Procedures. The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall deem advisable from time to time and to interpret the terms and provisions of the Plan. Unless otherwise determined by the Committee, the officers of the Company shall have responsibility for the day-to-day administration of the Plan, consistent with such rules, guidelines and practices. The Committee may act only by a majority of its members then in office, except that the members thereof may (i) delegate authority in accordance with Section 3(a) above or (ii) authorize any one or more of their number or any elected officer of the Company to execute and deliver documents on behalf of the Committee.

(d) Board Action. Any authority granted to the Committee may also be exercised by the Board, except to the extent that the grant or exercise of such authority would cause any Award that is a Qualified Performance-Based Award not to qualify for, or to cease to qualify for, the Section 162(m) Exemption or the Section 16 Exemption. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

This excerpt taken from the CL DEF 14A filed Mar 31, 2006.
Administration. The Plan is administered by the Employee Relations Committee of the Company, the members of which are appointed from time to time by the Board.

       

This excerpt taken from the CL DEF 14A filed Mar 30, 2005.

SECTION 2. Administration.

      The Plan shall be administered by the Committee, which shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any Stock Option issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan.

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