Avis 2008 Annual Report Download - page 234

persons, not less than three (3), as shall from time to time be determined by the Compensation Committee of the Board. The members of the
Committee and their successors shall be appointed from time to time by the Compensation Committee of the Board. If no Committee is
appointed, the term Committee shall refer to the Board of Directors of the Company.
11.2 Officers and Subcommittees . The Committee shall elect a Chairman and shall appoint such subcommittees as it shall deem
necessary and appropriate.
11.3 Committee Procedures . A majority of the members of the Committee then serving shall constitute a quorum for the transaction
of business. All resolutions or other action taken by the Committee shall be by vote of a majority of those present at such meeting and entitled to
vote. Resolutions may be adopted or other action taken without a meeting of the Committee. Any member of the Committee shall nave the
power to execute on behalf of the Committee all instruments and documents necessary or required by the Trustee in connection with the
application for contracts on the lives of Participants, and the act of such member for such purpose shall be binding on the Committee to the same
extent as though such instrument or instruments had been executed by the Committee. Subject to the foregoing, the chairman of the Committee
may act on the Committee’s behalf and may contract for actuarial, legal, investment, advisory, medical, accounting, clerical, and other services
determined necessary by it for the administration of the Plan and the Fund.
11.4 Committee Powers . The Committee shall have all powers necessary to carry out its duties hereunder, including, but not limited
to, the power to:
(a) Determine all questions affecting the eligibility of any Employee to participate herein;
(b) Compute the amount of benefits payable hereunder to any Participant or Beneficiary;
(c) Make rules and regulations for the implementation, administration and interpretation of the Plan, which are not inconsistent with
the terms and provisions of the Plan. Such rules and regulations as are adopted by the Committee shall be binding upon any persons having an
interest in or under the Plan;
(d) Communicate the funding policy to the Trustee and other investment managers whose duties are to determine the investment
policy of the Fund; and
(e) Appoint such investment managers with respect to all or any designated part of the Fund as it shall deem appropriate.
In carrying out its duties herein, the Committee shall have discretionary authority to exercise all powers and to make all determinations,
consistent with the terms of the Plan, in all matters entrusted to it, and its determinations shall be given deference and shall be final and binding
on all interested parties. Notwithstanding the foregoing, the Committee shall administer the Plan in accordance with its terms, and shall have all
powers necessary to carry out the
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