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Foot Locker (FL)

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FL » Topics » Administration

These excerpts taken from the FL 10-K filed Mar 30, 2009.

10. Administration.

The Plan shall be administered by the Committee. The Committee (or its delegate) shall have the exclusive right, power, and authority, in its sole and absolute discretion, to administer, apply and interpret the Plan and any other Plan documents and to decide all matters arising in connection with the operation or administration of the Plan. Without limiting the generality of the foregoing, the Committee shall have the sole and absolute discretionary authority: (a) to take all actions and make all decisions with respect to the eligibility for, and the amount of, benefits payable under the Plan; (b) to formulate, interpret and apply rules, regulations and policies necessary to administer the Plan in accordance with its terms; (c) to decide questions, including legal or factual questions, relating to the calculation and payment of benefits under the Plan; (d) to resolve and/or clarify any ambiguities, inconsistencies and omissions arising under the Plan or other Plan documents; (e) to decide for purposes of paying benefits hereunder, whether, based on the terms of the Plan, a termination of employment has occurred; and (f) except as specifically provided to the contrary in Section 7, to process and approve or deny benefit claims and rule on any benefit exclusions. All determinations made by the Committee (or any delegate) with respect to any matter arising under the Plan and any other Plan documents shall be final, binding and conclusive on all parties.

Decisions of the Committee shall be made by a majority of its members attending a meeting at which a quorum is present (which meeting may be held telephonically), or by written action in accordance with applicable law. All decisions of the Committee on any question concerning the interpretation and administration of the Plan shall be final, conclusive and binding upon all parties.

No member of the Committee and no officer, director or employee of the Company or any other Affiliate shall be liable for any action or inaction with respect to his or her functions under the Plan unless such action or inaction is adjudged to be due to gross negligence, willful misconduct or fraud. Further, no such person shall be personally liable merely by virtue of any instrument executed by him or her or on his or her behalf in connection with the Plan.

Each Employer shall indemnify, to the full extent permitted by law and its Certificate of Incorporation and By-laws (but only to the extent not covered by insurance) its officers and directors (and any employee involved in carrying out the functions of such Employer under the Plan) and each member of the Committee against any expenses, including amounts paid in settlement of a liability, which are reasonably incurred in connection with any legal action to which such person is a party by reason of his or her duties or responsibilities with respect to the Plan (other than as a Participant), except with regard to matters as to which he or she shall be adjudged in such action to be liable for gross negligence, willful misconduct or fraud in the performance of his or her duties.

10. Administration.

The Plan
shall be administered by the Committee. The Committee (or its delegate) shall
have the exclusive right, power, and authority, in its sole and absolute
discretion, to administer, apply and interpret the Plan and any other Plan
documents and to decide all matters arising in connection with the operation or
administration of the Plan. Without limiting the generality of the foregoing,
the Committee shall have the sole and absolute discretionary authority: (a) to
take all actions and make all decisions with respect to the eligibility for, and
the amount of, benefits payable under the Plan; (b) to formulate, interpret and
apply rules, regulations and policies necessary to administer the Plan in
accordance with its terms; (c) to decide questions, including legal or factual
questions, relating to the calculation and payment of benefits under the Plan;
(d) to resolve and/or clarify any ambiguities, inconsistencies and omissions
arising under the Plan or other Plan documents; (e) to decide for purposes of
paying benefits hereunder, whether, based on the terms of the Plan, a
termination of employment has occurred; and (f) except as specifically provided
to the contrary in Section 7, to process and approve or deny benefit claims and
rule on any benefit exclusions. All determinations made by the Committee (or any
delegate) with respect to any matter arising under the Plan and any other Plan
documents shall be final, binding and conclusive on all parties.

Decisions of
the Committee shall be made by a majority of its members attending a meeting at
which a quorum is present (which meeting may be held telephonically), or by
written action in accordance with applicable law. All decisions of the Committee
on any question concerning the interpretation and administration of the Plan
shall be final, conclusive and binding upon all parties.

No member of
the Committee and no officer, director or employee of the Company or any other
Affiliate shall be liable for any action or inaction with respect to his or her
functions under the Plan unless such action or inaction is adjudged to be due to
gross negligence, willful misconduct or fraud. Further, no such person shall be
personally liable merely by virtue of any instrument executed by him or her or
on his or her behalf in connection with the Plan.

Each
Employer shall indemnify, to the full extent permitted by law and its
Certificate of Incorporation and By-laws (but only to the extent not covered by
insurance) its officers and directors (and any employee involved in carrying out
the functions of such Employer under the Plan) and each member of the Committee
against any expenses, including amounts paid in settlement of a liability, which
are reasonably incurred in connection with any legal action to which such person
is a party by reason of his or her duties or responsibilities with respect to
the Plan (other than as a Participant), except with regard to matters as to
which he or she shall be adjudged in such action to be liable for gross
negligence, willful misconduct or fraud in the performance of his or her duties.

10. Administration.

The Plan
shall be administered by the Committee. The Committee (or its delegate) shall
have the exclusive right, power, and authority, in its sole and absolute
discretion, to administer, apply and interpret the Plan and any other Plan
documents and to decide all matters arising in connection with the operation or
administration of the Plan. Without limiting the generality of the foregoing,
the Committee shall have the sole and absolute discretionary authority: (a) to
take all actions and make all decisions with respect to the eligibility for, and
the amount of, benefits payable under the Plan; (b) to formulate, interpret and
apply rules, regulations and policies necessary to administer the Plan in
accordance with its terms; (c) to decide questions, including legal or factual
questions, relating to the calculation and payment of benefits under the Plan;
(d) to resolve and/or clarify any ambiguities, inconsistencies and omissions
arising under the Plan or other Plan documents; (e) to decide for purposes of
paying benefits hereunder, whether, based on the terms of the Plan, a
termination of employment has occurred; and (f) except as specifically provided
to the contrary in Section 7, to process and approve or deny benefit claims and
rule on any benefit exclusions. All determinations made by the Committee (or any
delegate) with respect to any matter arising under the Plan and any other Plan
documents shall be final, binding and conclusive on all parties.

Decisions of
the Committee shall be made by a majority of its members attending a meeting at
which a quorum is present (which meeting may be held telephonically), or by
written action in accordance with applicable law. All decisions of the Committee
on any question concerning the interpretation and administration of the Plan
shall be final, conclusive and binding upon all parties.

No member of
the Committee and no officer, director or employee of the Company or any other
Affiliate shall be liable for any action or inaction with respect to his or her
functions under the Plan unless such action or inaction is adjudged to be due to
gross negligence, willful misconduct or fraud. Further, no such person shall be
personally liable merely by virtue of any instrument executed by him or her or
on his or her behalf in connection with the Plan.

Each
Employer shall indemnify, to the full extent permitted by law and its
Certificate of Incorporation and By-laws (but only to the extent not covered by
insurance) its officers and directors (and any employee involved in carrying out
the functions of such Employer under the Plan) and each member of the Committee
against any expenses, including amounts paid in settlement of a liability, which
are reasonably incurred in connection with any legal action to which such person
is a party by reason of his or her duties or responsibilities with respect to
the Plan (other than as a Participant), except with regard to matters as to
which he or she shall be adjudged in such action to be liable for gross
negligence, willful misconduct or fraud in the performance of his or her duties.

This excerpt taken from the FL DEF 14A filed Apr 17, 2007.

Administration

The 2007 Stock Plan will be administered and interpreted by the Compensation and Management Resources Committee of the Board of Directors or a subcommittee thereof (the “Committee”), which is composed of two or more nonemployee directors, each of whom is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), a “nonemployee director” as defined in Section 16(b) of the Securities Exchange Act of 1934, and an “independent director” as defined under the Listing Standards of The New York Stock Exchange. The Committee will select the officers and other employees to receive awards, determine the types of awards and number of shares to be awarded to them, and set the terms, conditions, and provisions of the awards consistent with the terms of the 2007 Stock Plan. The Committee may establish rules for the

administration of this plan. With respect to the application of the plan to Nonemployee Directors, the Board shall administer and interpret the 2007 Stock Plan.

This excerpt taken from the FL DEF 14A filed Apr 10, 2006.

Administration. Currently, the Long-Term Plan is administered by the Compensation and Management Resources Committee, each member of which is an “outside director” under Section 162(m) of the Internal Revenue Code. The Long-Term Plan also provides that the plan may be administered by a sub-committee of the Compensation and Management Resources Committee. The Committee has the authority to grant awards, determine performance criteria, certify attainment of performance goals, construe and interpret the Long-Term Plan and make all other determinations deemed necessary or advisable for the administration of the Long-Term Plan.

EXCERPTS ON THIS PAGE:

10-K (3 sections)	Mar 30, 2009

DEF 14A	Apr 17, 2007

DEF 14A	Apr 10, 2006

Foot Locker (FL)

FL » Topics » Administration

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