|
This excerpt taken from the GR DEF 14A filed Mar 12, 2008. Section 10. Administration
The Plan and each Sub-plan shall be administered by the
Administrator
and/or by
such person or persons (including any employee or director of
the Company or an Affiliate) duly appointed by the Administrator
and having such powers as shall be specified by the
Administrator, or in the case of a Sub-plan, as provided in such
Sub-plan. The Administrator or its delegates shall have the
authority, consistent with the Plan and each Sub-plan, to
interpret the Plan and each Sub-plan (including, without
limitation, any schedules or appendices attached hereto or
thereto), to adopt, amend, and rescind rules and regulations for
the administration of the Plan and such Sub-plan, to correct any
defect or supply any omission or reconcile any inconsistency in
the Plan and Sub-plan to the extent necessary for the effective
operation of the Plan and such Sub-plan and to make all
determinations in connection therewith which may be necessary or
advisable, and all such actions shall be binding and conclusive
for all purposes under the Plan and such Sub-plan. No employee
of the Company or an Affiliate to whom any duty or power
relating to the administration or interpretation of the Plan or
any Sub-plan has been delegated shall be liable for any action,
omission or determination relating to the Plan or any Sub-plan
and the Company shall indemnify and hold harmless each such
employee against any cost, expense (including reasonable
attorneys fees) or liability arising out of any action,
omission or determination relating to the Plan or any Sub-plan,
unless, in either case, such action, omission or determination
was taken or made by such employee in bad faith and without
reasonable belief that it was in the best interests of the
Company.
|