Understanding Risk Management and Compliance, What Is

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Earlier in her career, she was an associate at Baker Botts LLP and also served as a law clerk for the Honorable Sidney A. Infrequent token gifts of modest value are not considered perquisites. 6.7 Repricing and Exchange Programs: Under no circumstances should directors participate in or be eligible for repricing or exchange programs. 6.8 Employment Contracts, Severance and Change-of-control Payments: Non-employee directors should not be eligible to receive any change-in-control payments or severance arrangements. 6.9a Retirement Benefits: Since non-employee directors are elected representatives of shareowners and not company employees, they should not be offered retirement benefits, such as defined benefit plans or deferred stock awards, nor should they be entitled to special post-retirement perquisites. 6.9b Deferred Compensation Plans: Directors may defer cash pay via a deferred compensation plan for directors.

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