QSFT » Topics » Section 2 - Administration.

This excerpt taken from the QSFT DEF 14A filed Apr 10, 2008.

Section 2 – Administration.

 

The Plan shall be administered by the committee (the “Committee”) of the Board of Directors of Quest that has been designated to administer programs intended to qualify as “performance-based compensation” within the meaning of Section 162(m). The Committee shall have authority to: (a) select eligible individuals who are to participate in the Plan for a specified performance period; (b) establish the specific performance objectives that must be achieved for each performance period at one or more designated levels (threshold, above-threshold, target and above-target) for bonuses or awards to be earned under the Plan for that performance period; (c) set the bonus or other award potential for each participant at each designated level of performance; (d) certify the amount of the actual bonus or other award that is earned; (e) make rules and adopt administrative procedures in connection with the Plan; (f) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (g) correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any award in the manner and to the extent it shall deem desirable to carry the Plan into effect. The Committee shall have discretion to provide for situations or conditions not specifically provided for herein consistent with the purposes of the Plan. The Committee shall determine the beginning and ending dates for each performance period. Unless otherwise determined by the Committee, the performance period shall correspond to Quest’s fiscal year. Notwithstanding any other provision of the Plan to the contrary, other than Section 18, the Plan shall be administered and its provisions interpreted so that payments pursuant to the Plan qualify as “performance-based compensation” within the meaning of Section 162(m). Determinations by the Committee shall be final and binding on the Company and all participants.

 

These excerpts taken from the QSFT 10-K filed Feb 25, 2008.

Section 2 – Administration.

The Plan shall be administered by the committee (the “Committee”) of the Board of Directors of Quest that has been designated to administer programs intended to qualify as “performance-based compensation” within the meaning of Section 162(m). The Committee shall have authority to: (a) select eligible individuals who are to participate in the Plan for a specified performance period; (b) establish the specific performance objectives that must be achieved for each performance period at one or more designated levels (threshold, above-threshold, target and above-target) for bonuses or awards to be earned under the Plan for that performance period; (c) set the bonus or other award potential for each participant at each designated level of performance; (d) certify the amount of the actual bonus or other award that is earned; (e) make rules and adopt administrative procedures in connection with the Plan; (f) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (g) correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any award in the manner and to the extent it shall deem desirable to carry the Plan into effect. The Committee shall have discretion to provide for situations or conditions not specifically provided for herein consistent with the purposes of the Plan. The Committee shall determine the beginning and ending dates for each performance period. Unless otherwise determined by the Committee, the performance period shall correspond to Quest’s fiscal year. Notwithstanding any other provision of the Plan to the contrary, other than Section 18, the Plan shall be administered and its provisions interpreted so that payments pursuant to the Plan qualify as “performance-based compensation” within the meaning of Section 162(m). Determinations by the Committee shall be final and binding on the Company and all participants.


Section 2 – Administration.

SIZE="2">The Plan shall be administered by the committee (the “Committee”) of the Board of Directors of Quest that has been designated to administer programs intended to qualify as “performance-based
compensation” within the meaning of Section 162(m). The Committee shall have authority to: (a) select eligible individuals who are to participate in the Plan for a specified performance period; (b) establish the specific
performance objectives that must be achieved for each performance period at one or more designated levels (threshold, above-threshold, target and above-target) for bonuses or awards to be earned under the Plan for that performance period;
(c) set the bonus or other award potential for each participant at each designated level of performance; (d) certify the amount of the actual bonus or other award that is earned; (e) make rules and adopt administrative procedures in
connection with the Plan; (f) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (g) correct any defect, supply any omission, or reconcile any
inconsistency in the Plan or any award in the manner and to the extent it shall deem desirable to carry the Plan into effect. The Committee shall have discretion to provide for situations or conditions not specifically provided for herein consistent
with the purposes of the Plan. The Committee shall determine the beginning and ending dates for each performance period. Unless otherwise determined by the Committee, the performance period shall correspond to Quest’s fiscal year.
Notwithstanding any other provision of the Plan to the contrary, other than Section 18, the Plan shall be administered and its provisions interpreted so that payments pursuant to the Plan qualify as “performance-based compensation”
within the meaning of Section 162(m). Determinations by the Committee shall be final and binding on the Company and all participants.







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