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This excerpt taken from the DLM 8-K filed Sep 28, 2009. 4. Administration of the Plan The Plan shall be administered by a Committee of the Board of Directors consisting of two or more persons, each of whom shall be a “non-employee director” within the meaning of Rule 16b-3 and an “outside director” within the meaning of Section 162(m) of the Code, unless otherwise determined by the Board of Directors. The Committee shall have full discretionary authority to administer the Plan, including authority to interpret and construe any provision of the Plan and the terms of any Incentive Award issued under it and to adopt such rules and regulations for administering the Plan as it may deem necessary. The Committee, in its sole discretion and on such terms and conditions as it may provide, may delegate all or any part of its authority and powers under the Plan to one or more Directors or management Employees. Decisions of the Committee shall be final and binding on all parties, and shall be given the maximum deference permitted by law. The Committee may, in its absolute discretion, accelerate the date on which any Option or Stand-Alone SAR granted under the Plan vests and becomes exercisable or, subject to Sections 6(c)(1) and 8(c)(1) hereof, extend the term of any Option or Stand-Alone SAR granted under the Plan. Whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment shall be determined by the Committee. No member of the Committee shall be liable for any action, omission, or determination relating to the Plan, and Del Monte shall indemnify and hold harmless each member of the Committee and each other director or employee of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been delegated against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Committee) arising out of any action, omission or determination relating to the Plan, unless, in either case, such action, omission or determination was taken or made by such member, director or employee in bad faith and without reasonable belief that it was in the best interests of the Company. This excerpt taken from the DLM 8-K filed Oct 2, 2007. 4. Administration
of the Plan
The Plan shall be administered by a Committee of the Board of
Directors consisting of two or more persons, each of whom shall
be a “non-employee director” within the meaning of
Rule 16b-3
and an “outside director” within the meaning of
Section 162(m) of the Code, unless otherwise determined by
the Board of Directors
The Committee shall have full discretionary authority to
administer the Plan, including authority to interpret and
construe any provision of the Plan and the terms of any
Incentive Award issued under it and to adopt such rules and
regulations for administering the Plan as it may deem necessary.
The Committee, in its sole discretion and on such terms and
conditions as it may provide, may delegate all or any part of
its authority and powers under the Plan to one or more Directors
or management Employees. Decisions of the Committee shall be
final and binding on all parties, and shall be given the maximum
deference permitted by law.
The Committee may, in its absolute discretion, accelerate the
date on which any Option or Stand-Alone SAR granted under the
Plan vests and becomes exercisable or, subject to
Sections 6(c)(1) and 8(c)(1) hereof, extend the term of any
Option or Stand-Alone SAR granted under the Plan.
Whether an authorized leave of absence, or absence in military
or government service, shall constitute termination of
employment shall be determined by the Committee.
No member of the Committee shall be liable for any action,
omission, or determination relating to the Plan, and Del Monte
shall indemnify and hold harmless each member of the Committee
and each other director or employee of the Company to whom any
duty or power relating to the administration or interpretation
of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee)
arising out of any action, omission or determination relating to
the Plan, unless, in either case, such action, omission or
determination was taken or made by such member, director or
employee in bad faith and without reasonable belief that it was
in the best interests of the Company.
This excerpt taken from the DLM DEF 14A filed Aug 8, 2007. 4. Administration
of the Plan
The Plan shall be administered by a Committee of the Board of
Directors consisting of two or more persons, each of whom shall
be a “non-employee director” within the meaning of
Rule 16b-3
and an “outside director” within the meaning of
Section 162(m) of the Code, unless otherwise determined by
the Board of Directors
The Committee shall have full discretionary authority to
administer the Plan, including authority to interpret and
construe any provision of the Plan and the terms of any
Incentive Award issued under it and to adopt such rules and
regulations for administering the Plan as it may deem necessary.
The Committee, in its sole discretion and on such terms and
conditions as it may provide, may delegate all or any part of
its authority and powers under the Plan to one or more Directors
or management Employees. Decisions of the Committee shall be
final and binding on all parties, and shall be given the maximum
deference permitted by law.
The Committee may, in its absolute discretion, accelerate the
date on which any Option or Stand-Alone SAR granted under the
Plan vests and becomes exercisable or, subject to
Sections 6(c)(1) and 8(c)(1) hereof, extend the term of any
Option or Stand-Alone SAR granted under the Plan.
Whether an authorized leave of absence, or absence in military
or government service, shall constitute termination of
employment shall be determined by the Committee.
No member of the Committee shall be liable for any action,
omission, or determination relating to the Plan, and Del Monte
shall indemnify and hold harmless each member of the Committee
and each other director or employee of the Company to whom any
duty or power relating to the administration or interpretation
of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee)
arising out of any action, omission or determination relating to
the Plan, unless, in either case, such action, omission or
determination was taken or made by such member, director or
employee in bad faith and without reasonable belief that it was
in the best interests of the Company.
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