This excerpt taken from the MIDD DEF 14A filed Apr 3, 2007.
Section 8.1 Subject to Section 3.l(a) hereof, the complete authority to control and manage the operation and administration of the Plan is placed in the Board.
Section 8.2 Subject to Section 3.l(a) hereof, the Board has all authority which is necessary or appropriate for the operation and administration of the Plan, including the following:
(a) To make Grants and determine their terms, subject to the provisions of the Plan.
(b) To interpret the provisions of the Plan.
(c) To adopt any rules, procedures and forms necessary for the operation and administration of the Plan which are consistent with its provisions.
(d) To determine all questions relating to the eligibility and other rights of all persons under the Plan.
(e) To keep all records necessary for the operation and administration of the Plan.
(f) To designate or employ agents and counsel (who may also be employed by an Employer) to assist in the administration of the Plan.
(g) To determine whether, to what extent, and under what circumstances any Grant may be settled, cancelled, forfeited, accelerated, exchanged, or surrendered.
(h) To determine the terms and provisions of the grant agreements (which need not be identical for each Recipients).
(i) To cause any shares of Stock acquired by a Recipient through exercise of a Grant to be recorded on the Companys records in the Recipients name, and to cause such shares to be issued to the Recipient or to his brokerage account, as he elects.
(j) To cause any withholding of tax required in connection with a Grant to be made.
(k) To make all other determinations deemed necessary or advisable for the administration of the Plan. Notwithstanding the foregoing, the Board shall not take any action with respect to any Grant that would be treated, for accounting purposes, as a repricing of such Grant unless such action is approved by the Companys shareholders. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any grant agreement granted hereunder in the manner and to the extent it shall deem expedient to carry the Plan into effect and shall be the sole and final judge of such expediency. No Board member shall be liable for any action or determination made with respect to the Plan or any Grant made hereunder.