This excerpt taken from the MFE DEF 14A filed Mar 25, 2009.
All grants of options and stock units to Outside Directors will be automatic and nondiscretionary and in strict accordance with the provisions of the Director Plan. The Director Plan is administered by the Board and/or any duly appointed committee of the Board having such powers delegated by the Board. The Board shall have no authority, discretion, or power to select the Outside Directors who will receive options and/or stock units under the Director Plan, to set the exercise price of options, to determine the number of shares to be granted under options and/or stock units or the time at which such options and/or stock units are to be granted, to establish the duration of options and/or stock units, or alter any other terms or conditions specified in the Director Plan, except in the sense of administering the Director Plan subject to the provisions of the Director Plan, including the power to determine the fair market value of a share, and to determine the Black-Scholes value of an option to purchase a share. All questions of interpretation of the Director Plan or of any options and/or stock units granted under the Director Plan will be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Director Plan or awards thereunder.
This excerpt taken from the MFE DEF 14A filed Jun 26, 2008.
The compensation committee administers the Bonus Plan. Members of the compensation committee must qualify as outside directors under Section 162(m). Subject to the terms of the Bonus Plan, the compensation committee has sole discretion to administer the Bonus Plan including:
The compensation committee may delegate all or part of its authority and powers under the Bonus Plan to one or more directors and/or officers of the company for awards not intended to qualify as performance-based compensation within the meaning of Section 162(m).