VIRL » Topics » Administration

This excerpt taken from the VIRL DEF 14A filed Jan 30, 2009.

Administration

The Plan is administered by a committee composed of members of and appointed by our board of directors, which we refer to in this section as the committee. The committee has delegated to our chief executive officer, who we refer to in this situation as the administrator, the authority to grant awards to non-executive level employees in accordance with guidelines established by the committee. Only our Board of Directors or the committee may approve grants of awards to our executive officers, although the administrator may grant awards to non-executive level employees in accordance with guidelines established by our Board of Directors or the committee. Subject to the other provisions of the Plan, our Board of Directors, the committee or the administrator has the authority to determine the terms, conditions and restrictions of awards granted under the Plan, including the type of award, the number of shares subject to each award, which individuals will receive awards and the time at which awards are granted, and make all other determinations it deems necessary or advisable for the administration of the Plan.

These excerpts taken from the VIRL 10-K filed Dec 15, 2008.

3. Administration

 

  a) The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Administrator”). The Administrator shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which executives are eligible to participate in the plan, (b) prescribe the terms and conditions of Payouts (as further defined in Section 5 below, the “Payouts”), (c) interpret the Plan and the Payouts, (d) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (e) interpret, amend or revoke any such rules. The Chief Financial Officer, Director of Human Resources and the Worldwide Corporate Controller will be responsible for implementing the Plan.

 

  b) All determinations and decisions made by the Administrator, the Board, and any delegate of the Administrator pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

 

  c) The Company shall provide a summary description of the Plan to each Participant (as defined in Section 4). Such officers as the Administrator may designate shall provide the Administrator with such interim reports on progress toward achievement of MBOs by Participants as the Administrator may request from time to time.

3. Administration

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 a)The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Administrator”). The Administrator shall have all powers and
discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which executives are eligible to participate in the plan, (b) prescribe the terms and
conditions of Payouts (as further defined in Section 5 below, the “Payouts”), (c) interpret the Plan and the Payouts, (d) adopt rules for the administration, interpretation and application of the Plan as are consistent
therewith, and (e) interpret, amend or revoke any such rules. The Chief Financial Officer, Director of Human Resources and the Worldwide Corporate Controller will be responsible for implementing the Plan.
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 b)All determinations and decisions made by the Administrator, the Board, and any delegate of the Administrator pursuant to the provisions of the Plan shall be final, conclusive, and
binding on all persons, and shall be given the maximum deference permitted by law.

 






 c)The Company shall provide a summary description of the Plan to each Participant (as defined in Section 4). Such officers as the Administrator may designate shall provide the
Administrator with such interim reports on progress toward achievement of MBOs by Participants as the Administrator may request from time to time.

SIZE="2">4. Eligibility

All executives directly reporting to the CEO and certain other executives may be eligible to
participate in this Plan, provided he or she is designated by the Administrator as a participant and as to whom the Administrator has not, in its sole discretion, withdrawn such designation (a “Participant”) and he or she meets all the
following conditions:

 






 a)is employed by the Company as a full-time regular employee at the time of payout

 






 b)is not concurrently participating in a sales incentive or commission plan, or in any other profit sharing or bonus plan provided by the Company without the express approval of the
Administrator;











 c)an executive who begins employment or otherwise becomes eligible for participation will do so on a pro-rated basis, based on complete weeks.
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 d)has not transferred to a position with the Company that is not eligible for participation in the Plan (as determined in the Administrator’s sole discretion)

 






 e)is not subject to a performance improvement plan or other disciplinary actions (as evidenced by the Company’s personnel records relating to such person)
These excerpts taken from the VIRL 10-K filed Dec 14, 2007.

3. Administration

 

  (e) The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Administrator”). The Administrator shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which executives are eligible to participate in the plan, (b) prescribe the terms and conditions of Payouts (as further defined in Section 5 below, the “Payouts”), (c) interpret the Plan and the Payouts, (d) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (e) interpret, amend or revoke any such rules. The Chief Financial Officer, Director of Human Resources and the Worldwide Corporate Controller will be responsible for implementing the Plan.

 

  (f) All determinations and decisions made by the Administrator, the Board, and any delegate of the Administrator pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

 

  (g) The Administrator, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to the CEO, except as to matters concerning the CEO.

 

  (h) The Company shall provide a summary description of the Plan to each Participant (as defined in Section 4) The Participants, or the CEO, shall provide the Administrator quarterly updates of progress toward the MBOs at the regularly scheduled Compensation Committee meetings.

3. Administration

 

  (a) The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the “Administrator”). The Administrator shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine which employees are eligible to participate in the plan, (b) prescribe the terms and conditions of Payouts (as further defined in Section 5 below, the “Payouts”), (c) interpret the Plan and the Payouts, (d) adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, and (e) interpret, amend or revoke any such rules. The Chief Financial Officer, Director of Human Resources and the Worldwide Corporate Controller will be responsible for implementing the Plan.

 

  (b) All determinations and decisions made by the Administrator, the Board, and any delegate of the Administrator pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

 

  (c) The Administrator, in its sole discretion and on such terms and conditions as it may provide, may delegate all or part of its authority and powers under the Plan to one or more directors and/or officers of the Company.

 

  (d) The Company shall provide a summary description of the Plan to each Participant (as defined in Section 4) The Company will provide Participants in the plan quarterly updates through an employee communications meeting on progress toward achievement of the Company’s operating profits targets.
This excerpt taken from the VIRL DEF 14A filed Jan 13, 2005.
Administration. The 2002 Plan will be administered by the Compensation Committee of the Board of Directors. The Compensation Committee has delegated to the Chief Executive Officer the authority to grant Awards to non-executive level employees in accordance with guidelines established by the Board of Directors, and it may delegate certain responsibilities to an employee of the Company (as applicable, the “Administrator”).

     

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