MDTH » Topics » Award Granting Procedures

This excerpt taken from the MDTH DEF 14A filed Jan 29, 2009.
Award Granting Procedures
 
MedCath has adopted and established certain stock incentive plans (the “Plans”) to attract and retain employees of outstanding competence and to encourage and enable such employees to obtain a financial interest in the Corporation. MedCath has adopted the following policy as it relates to the awarding of stock options under the Plans.
 
The Plans are administered by the compensation committee of the board of directors of MedCath (the “Committee”). The Committee has all of the powers necessary to enable it to properly carry out its duties under the Plans. The Committee has the power to construe and interpret the Plans. The Committee may appoint such agents, who need not be members of the Committee, as it may deem necessary for the effective performance of its duties, and may delegate to such agents such powers and duties as the Committee may deem expedient or appropriate that are not inconsistent with the intent of the Plans to the fullest extent permitted under the law. The decision of the Committee or any agent of the Committee upon all matters within the scope of its authority shall be final and conclusive on all persons.
 
All awards of stock options (and or restricted stock, if and as applicable) may be granted to any employee (designated as a participant under the terms and conditions of the Plans) by the Committee, in its sole discretion. The Committee shall determine which employees shall be participants, the type of award to be made to each participant, and the terms, conditions, and limitations applicable to each award not inconsistent with the Plans. The Committee may grant awards singly, in tandem, or in combination with other awards, as the Committee may, in its sole discretion, determine.
 
The maximum number of shares of stock with respect to which awards may be granted to any employee during a fiscal year of the Company is 500,000 shares. Awards of stock options may include incentive stock options, non-qualified stock options, restricted stock or any combination thereof and all options are immediately vested subject to applicable stock sale restrictions.
 
All grants of any type to the Company’s Chief Executive Officer must finally be approved by the board of directors.
 
This excerpt taken from the MDTH DEF 14A filed Jan 30, 2008.
Award Granting Procedures
 
MedCath has adopted and established certain stock incentive plans (the “Plans”) to attract and retain employees of outstanding competence and to encourage and enable such employees to obtain a financial interest in the Corporation. MedCath has adopted the following policy as it relates to the awarding of stock options under the Plans.
 
The Plans are administered by the compensation committee of the Board of Directors of MedCath (the “Committee”). The Committee has all of the powers necessary to enable it to properly carry out its duties under the Plans. The Committee has the power to construe and interpret the Plans. The Committee may appoint such agents, who need not be members of the Committee, as it may deem necessary for the effective performance of its duties, and may delegate to such agents such powers and duties as the Committee may deem expedient or appropriate that are not inconsistent with the intent of the Plans to the fullest extent permitted under the law. The decision of the Committee or any agent of the Committee upon all matters within the scope of its authority shall be final and conclusive on all persons.
 
All awards of stock options (and or restricted stock, if and as applicable) may be granted to any employee (designated as a participant under the terms and conditions of the Plans) by the Committee, in its sole discretion. The Committee shall determine which employees shall be participants, the type of award to be made to each participant, and the terms, conditions, and limitations applicable to each award not inconsistent with the Plans. The Committee may grant awards singly, in tandem, or in combination with other awards, as the Committee may, in its sole discretion, determine.
 
The maximum number of shares of stock with respect to which awards may be granted to any employee during a fiscal year of the Corporation is 500,000 shares. Awards of stock options may include incentive stock options, non-qualified stock options, restricted stock or any combination thereof and all options are immediately vested subject to applicable stock sale restrictions.
 
All grants of any type to the Corporation’s Chief Executive Officer must finally be approved by the Board of Directors.
 
The Company does not have a policy regarding when stock option grants are awarded. Awards are granted based on total direct compensation, personal performance or company performance at the election of the compensation committee and Board of Directors.


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