DVN » Topics » Administration

This excerpt taken from the DVN DEF 14A filed Apr 24, 2009.
Administration
 
The new long-term incentive plan consists of three separate stock plans:
 
  •  Non-executive officer plan:  this aspect of the plan is limited to participants who are not subject to Section 16 of the Securities Exchange Act of 1934 because they are not executive officers of the Company. The non-executive officer plan is administered by the Compensation Committee. However, the Compensation Committee may, to the extent permitted by law, delegate authority to the regular award committee to administer the non-executive officer plan. Our Chief Executive Officer and other individuals appointed by the Compensation Committee will comprise the regular award committee. Although the regular award committee may be authorized to administer the non-executive officer plan, it can only make awards within guidelines set by the Compensation Committee.
 
  •  Executive officer plan:  this aspect of the plan is limited to participants who are executive officers of the Company and who, therefore, are subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934. The executive officer plan is administered exclusively by the Compensation Committee.
 
Except for administration and the category of participants eligible to receive awards, the terms of the non-executive officer plan and the executive officer plan are identical.
 
  •  Non-employee Director plan:  this aspect of the plan is limited to non-employee Directors of the Company and permits only grants of nonqualified stock options, stock appreciation rights, restricted stock units and restricted stock awards. The Company’s Board of Directors is responsible for selection of non-employee Directors for awards and for determination of the nature of the award. The
 
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Commitment Runs Deep


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  Compensation Committee is responsible for the administration of awards granted to non-employee Directors.
 
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