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These excerpts taken from the WEN 10-K filed Mar 13, 2009. ADMINISTRATION: The Committee
shall have full authority and discretion (subject only to the express provisions
of the Plan) to decide all matters relating to the administration and
interpretation of this Agreement. All such Committee determinations shall be
final, conclusive, and binding upon the Company, the Award Recipient, and any
and all interested parties.
11. RIGHT TO
CONTINUED EMPLOYMENT: Nothing in the
Plan or this Agreement shall confer on an Award Recipient any right to continue
in the employ of the Company or any of its subsidiaries or in any way affect the
Company's or any of its subsidiaries’ right to terminate the Award Recipient's
employment without prior notice at any time for any reason.
12. ADMINISTRATION: The Committee shall have full authority and discretion (subject only to the express provisions of the Plan) to decide all matters relating to the administration and interpretation of this Agreement. All such Committee determinations shall be final, conclusive, and binding upon the Company, the Award Recipient, and any and all interested parties. 11. RIGHT TO CONTINUED EMPLOYMENT: Nothing in the Plan or this Agreement shall confer on an Award Recipient any right to continue in the employ of the Company or any of its subsidiaries or in any way affect the Company's or any of its subsidiaries’ right to terminate the Award Recipient's employment without prior notice at any time for any reason. 12. This excerpt taken from the WEN DEF 14A filed May 1, 2006. Administration. The 2002 Plan is administered by a committee (the “Committee”) consisting of two or more directors appointed from time to time by the Board of Directors of the Company. It is intended that the directors appointed to serve on the Committee be “non-employee directors” within the meaning of Rule 16b-3 promulgated under the Exchange Act and “outside directors” within the meaning of Section 162(m) of the Code, to the extent Rule 16b-3 and Section 162(m), respectively, are applicable to the Company and the 2002 Plan; however, the fact that a Committee member shall fail to qualify under either of the foregoing requirements will not invalidate any award which is otherwise validly made under the 2002 Plan. The current members of
the Committee (who constitute the Performance Compensation Subcommittee) are Messrs. Schwab (Chairman), Chajet and Wasserman. The members of the Committee may be changed at any time and from time to time in the discretion of the Board of Directors. Subject to the limitations and conditions of the 2002 Plan, the Committee has authority to determine the amounts, times, forms and terms and conditions of grants under the plan, except with respect to automatic grants to non-employee directors, as discussed below. The Committee has the authority to construe and interpret the 2002 Plan and any related award agreement, and its determinations on all matters related to the 2002 Plan shall be conclusive.
This excerpt taken from the WEN DEF 14A filed May 2, 2005. Administration. The Performance Goal Bonus Awards portion of the 1999 Executive Bonus Plan is administered by a committee (the “Committee”) that is selected by the Board and is composed of two or more members of the Board, each of whom is required to be an “outside director” (within the meaning of Section 162(m)). The Committee is currently the Performance Compensation Subcommittee and will be the Compensation Committee if it meets the preceding requirements.
The Committee has all the authority that may be necessary or helpful to enable it to discharge its responsibilities with respect to the Performance Goal Bonus Awards portion of the 1999 Executive Bonus Plan. Without limiting the generality of the foregoing, and in addition to any other authority or responsibility specifically granted to the Committee in the 1999 Executive Bonus Plan, the Committee has the exclusive right to (a) interpret the 1999 Executive Bonus Plan, (b) determine eligibility for participation in the 1999 Executive Bonus Plan, (c) decide all questions concerning eligibility for and the amount of awards payable under the 1999 Executive Bonus Plan, (d) construe any ambiguous provision of the 1999 Executive Bonus Plan, (f) correct any default, (g) supply any omission, (h) reconcile any inconsistency, (i) issue administrative guidelines as an aid to administer the 1999 Executive Bonus Plan, (j) make regulations for carrying out the 1999 Executive Bonus Plan and make changes in such regulations as they from time to time deem proper and (k) decide any and all questions arising in the administration, interpretation and application of the 1999 Executive Bonus Plan. The Committee has full discretionary authority in all matters related to the discharge of its responsibilities and the exercise of its authority under the 1999 Executive Bonus Plan including, without limitation, its construction of the terms of the 1999 Executive Bonus Plan and its determination of eligibility for participation and awards under the 1999 Executive Bonus Plan. The decisions of the Committee and its actions with respect to the 1999 Executive Bonus Plan are final, binding and conclusive upon all persons having or claiming to have any right or interest in or under the 1999 Executive Bonus Plan. However, except to the extent otherwise prohibited by law or to the extent such delegation would cause any award to fail to satisfy the requirements of Section 162(m), the Committee may delegate in writing to one or more persons some or all of its authority; provided, however, that 43
awards to participants who are “covered employees” within the meaning of Section 162(m) (“Covered Employees”) must be made by the Committee. | EXCERPTS ON THIS PAGE:
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