This excerpt taken from the FCS DEF 14A filed Apr 3, 2009.
5. ADMINISTRATION
(a)
The Plan shall be administered by the Committee. The Committee may delegate administrative matters relating to the Plan (for the avoidance of doubt, including its authority under
Section 5(b)(i) of this Plan, but excluding its authority under Section 5(b)(ii) of this Plan), to such of the Corporation’s officers or employees as the Compensation Committee so determines.
(b)
The Plan Administrator shall have the plenary power, subject to and within the limits of the express provisions of the Plan:
(i)
to construe and interpret the Plan and to establish, amend, and revoke rules and regulations for its administration. The Plan Administrator, in the exercise of this power, shall
generally determine all questions of policy and expediency that may arise, and shall correct any defect, supply any omission, reconcile any inconsistency and interpret or resolve any ambiguity in the Plan or in any instrument associated with the
Plan in a manner and to the extent it shall deem necessary or appropriate to operation of the Plan; and
(ii)
to the extent not provided in this Plan, to establish the terms under which Common Stock may be purchased, including but not limited to: the purchase price of Common Stock, the
commencement date of a Participation Period, the duration of a Participation Period, the number of Participation Periods per year, the minimum and maximum amount of contributions allowable per Participant in a Participation Period, and the number of
shares purchasable in a Participation Period.
(c)
The Plan Administrator may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures.
Without limiting the generality of the foregoing, the Plan Administrator is specifically authorized to adopt rules and procedures regarding handling of payroll deductions or other contributions by Participants, payment of interest, conversion of
local currency, data privacy security, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements; however, if such varying provisions are not in accordance with the provisions of Section 423(b) of
the Code, including but not limited to the requirement of Section 423(b)(5) of the Code that all options granted under the Plan shall have the same rights and privileges unless otherwise provided under the Code and the regulations promulgated
thereunder, then the individuals affected by such varying provisions shall be deemed to be participating under a sub-plan and not in the Plan.
(d)
The Plan Administrator may adopt sub-plans applicable to particular Subsidiaries or locations, which sub-plans may be designed to be outside the scope of Section 423 of the
Code and shall be deemed to be outside the scope of Section 423 of the Code unless the terms of the sub-plan provide to the contrary. The rules of such sub-plans may take precedence over other provisions of this Plan, with the exception of
Section 4, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan. The Plan Administrator shall not be required to obtain the approval of stockholders prior to the
adoption, amendment or termination of any sub-plan unless required by the laws of the foreign jurisdiction in which Eligible Employees participating in the sub-plan are located.
