WCRX » Topics » Administration

This excerpt taken from the WCRX DEF 14A filed Jun 26, 2009.


The Management Incentive Plan is administered by the Compensation Committee or such other committee or subcommittee appointed by the board of directors, provided that in the case of any actions taken with respect to any Award intended to comply with the requirements of Code Section 162(m), the committee will be comprised of not fewer than two directors of the Company, each of whom qualifies as an “outside director” within the meaning of Code Section 162(m). Subject to the terms and conditions of the Management Incentive Plan, the Compensation Committee is authorized to select participants, determine the dollar amounts to which Awards will relate, set performance and other terms and conditions of such Awards, interpret and specify rules and regulations relating to the Management Incentive Plan and make any and all other determinations that may be necessary or advisable for the administration of the Management Incentive Plan. The board of directors expects that, in the ordinary course of business, the plan will be administered by the Compensation Committee although for purposes of this description, references to the Compensation Committee should be read to include any other committee or subcommittee appointed by the board of directors to administer the plan.

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