This excerpt taken from the NCIT DEF 14A filed Apr 30, 2009.
(a) Authority of the Committee. The Plan shall be administered by the Committee. At any time that the Company is a Publicly Held Corporation, (i) the membership of the Committee shall be constituted so as to comply with the then applicable requirements for non-employee directors under Rule 16b-3 of the Exchange Act, (ii) to the extent required by the rules of the exchange or market on which the Companys Stock is listed or
traded, independent within the meaning of such rules; and (iii) at such times as an Award under the Plan by the Company is subject to Section 162(m) of the Code (to the extent relief from the limitation of Section 162(m) of the Code is sought with respect to Awards and administration of the Awards by a committee of outside directors is required to receive such relief) outside directors within the meaning of Section 162(m) of the Code. The Committee shall have the authority, in each case subject to and consistent with the provisions of the Plan, to select Eligible Persons to become Participants, grant Awards, determine the type, number and other terms and conditions of, and all other matters relating to Awards, prescribe Award agreements (which need not be identical for each Participant) and rules and regulations for the administration of the Plan, construe and interpret the Plan and Award agreements and correct defects, supply omissions or reconcile inconsistencies therein, and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Plan. In exercising any discretion granted to the Committee under the Plan or pursuant to any Award, the Committee shall not be required to follow past practices, act in a manner consistent with past practices, or treat any Eligible Person in a manner consistent with the treatment of other Eligible Persons.
(b) Manner of Exercise of Committee Authority. Unless otherwise determined by the Board, any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Related Entities, Participants, Beneficiaries, transferees under Section 9 hereof, or other persons claiming rights from or through a Participant, and stockholders. Except as otherwise provided in this Plan, the express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee in its discretion and consistent with applicable law and regulation, may delegate to officers of the Company, the authority, subject to such terms as the Committee shall determine, to perform its administrative functions under the Plan. Notwithstanding the foregoing, the Committee shall not delegate its authority to grant and administer Awards to Participants who are subject to the rules of Section 16 of the Exchange Act, to Participants with respect to which the delegation would not comply with the rules of an exchange or market on which the Companys Stock listed or traded or with respect to any Award intended by the Company to be exempt under Section 162(m) of the Code. The Committee may appoint agents to assist it in administering the Plan.
(c) Boards Authority. Except as otherwise provided in this Plan, the Board may exercise any power or authority granted to the Committee under this Plan. During the period that the Company is a Publicly Held Corporation, the Board shall not exercise any power or authority of the Committee if and to the extent the Board deems it necessary or advisable to comply with Rule 16b-3 of the Exchange Act or Code Section 162(m).
(d) Binding Decisions. Any and all determinations by the Committee, including, without limitation, any findings of fact or interpretation or construction of any provision of the Plan or any Award agreement, shall be final and binding on all persons, unless determined otherwise by the Board. Any and all determinations of the Board, including, without limitation, any findings of fact or any interpretations or construction of any provision of the Plan or any Award agreement shall be final and binding on all persons, including the Committee.