This excerpt taken from the SMG 8-K filed Feb 2, 2005.
4.01 Committee Duties.
[1] The Committee is
responsible for administering the Plan and has all powers
appropriate and necessary to that purpose. Consistent with the
Plan’s objectives, the Committee may adopt, amend and
rescind rules and regulations relating to the Plan, to the
extent appropriate to protect the
3
Company’s interests and has complete
discretion to make all other decisions necessary or advisable
for the administration and interpretation of the Plan. Any
action by the Committee will be final, binding and conclusive
for all purposes and upon all persons. The Committee is granted
all powers appropriate and necessary to administer the Plan.
[2] Consistent with
the terms of the Plan, the Committee:
[a] May exercise all
discretion retained to it under the Plan;
[b] Will Establish
the number of shares of Stock that may be acquired during each
Offering Period if the number available during any Offering
Period is less than all remaining available shares determined
under Section 5.02;
[c] Develop and
impose other terms and conditions it believes are appropriate
and necessary to implement the purposes of this Plan;
[d] Establish and
maintain a Plan Account for each Participant to which will be
[i] credited with amounts described in
Section 3.01[1][a] and [ii] debited with all amounts
applied to purchase shares of Stock;
[e] Establish a
Custodial Account for each Participant which will be credited
with shares of Stock until distributed as provided in
Section 7.00;
[f] Administer
procedures through which Eligible Employees may enroll in the
Plan;
[g] Disseminate
information about the Plan to Eligible Employees; and
[h] Apply all Plan
rules and procedures.
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