16B-3, AS FROM TIME
TO TIME IN EFFECT AND APPLICABLE TO THE PLAN AND PARTICIPANTS, PROMULGATED BY
THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 16 OF THE EXCHANGE ACT.
(Q)
"STOCK" MEANS THE COMMON STOCK, $.01 PAR
VALUE, OF THE COMPANY AND SUCH OTHER SECURITIES AS MAY BE SUBSTITUTED FOR STOCK
OR SUCH OTHER SECURITIES PURSUANT TO SECTION 4.
3
(R)
"TEN-PERCENT STOCKHOLDER" MEANS A
PARTICIPANT, WHO, AT THE TIME AN INCENTIVE STOCK OPTION IS TO BE GRANTED TO HIM
OR HER, OWNS (WITHIN THE MEANING OF SECTION 422(B)(6) OF THE CODE) STOCK
POSSESSING MORE THAN TEN PERCENT (10%) OF THE TOTAL COMBINED VOTING POWER OF ALL
CLASSES OF STOCK OF THE COMPANY, OR OF A "PARENT" OR "SUBSIDIARY" (AS SUCH TERMS
ARE DEFINED IN SECTION 6(B)(3) HEREOF).
3.
ADMINISTRATION.
(A)
AUTHORITY OF THE COMMITTEE.
THE PLAN SHALL
BE ADMINISTERED BY THE COMMITTEE.
THE COMMITTEE SHALL HAVE FULL AND FINAL
AUTHORITY TO TAKE THE FOLLOWING ACTIONS, IN EACH CASE SUBJECT TO AND CONSISTENT
WITH THE PROVISIONS OF THE PLAN:
(I)
TO SELECT PERSONS TO WHOM AWARDS MAY BE
GRANTED;
(II)
TO DETERMINE THE TYPE OR TYPES OF AWARDS
TO BE GRANTED TO EACH SUCH PERSON;
(III)
TO DETERMINE THE NUMBER OF AWARDS TO BE
GRANTED, THE NUMBER OF SHARES OF STOCK TO WHICH AN AWARD WILL RELATE, THE TERMS
AND CONDITIONS OF ANY AWARD GRANTED UNDER THE PLAN (INCLUDING, BUT NOT LIMITED
TO, ANY EXERCISE PRICE, GRANT PRICE OR PURCHASE PRICE, ANY RESTRICTION OR
CONDITION, ANY SCHEDULE FOR LAPSE OF RESTRICTIONS OR CONDITIONS RELATING TO
TRANSFERABILITY OR FORFEITURE, EXERCISABILITY OR SETTLEMENT OF AN AWARD, AND
WAIVERS OR ACCELERATIONS THEREOF, PERFORMANCE CONDITIONS RELATING TO AN AWARD
(INCLUDING PERFORMANCE CONDITIONS RELATING TO AWARDS NOT INTENDED TO BE GOVERNED
BY SECTION 7(E) AND WAIVERS AND MODIFICATIONS THEREOF), BASED IN EACH CASE ON
SUCH CONSIDERATIONS AS THE COMMITTEE SHALL DETERMINE), AND ALL OTHER MATTERS TO
BE DETERMINED IN CONNECTION WITH AN AWARD;
(IV)
TO DETERMINE WHETHER, TO WHAT EXTENT AND UNDER
WHAT CIRCUMSTANCES AN AWARD MAY BE SETTLED, OR THE EXERCISE PRICE OF AN AWARD
MAY BE PAID, IN CASH, STOCK, OTHER AWARDS, OR OTHER PROPERTY, OR AN AWARD MAY BE
CANCELED, FORFEITED, OR SURRENDERED;
(V)
TO DETERMINE WHETHER, TO WHAT EXTENT AND
UNDER WHAT CIRCUMSTANCES CASH, STOCK, OTHER AWARDS OR OTHER PROPERTY PAYABLE
WITH RESPECT TO AN AWARD WILL BE DEFERRED EITHER AUTOMATICALLY, AT THE ELECTION
OF THE COMMITTEE OR AT THE ELECTION OF THE PARTICIPANT;
(VI)
TO PRESCRIBE THE FORM OF EACH AWARD AGREEMENT,
WHICH NEED NOT BE IDENTICAL FOR EACH PARTICIPANT;
(VII)
TO ADOPT, AMEND, SUSPEND, WAIVE AND RESCIND SUCH
RULES AND REGULATIONS AND APPOINT SUCH AGENTS AS THE COMMITTEE MAY DEEM
NECESSARY OR ADVISABLE TO ADMINISTER THE PLAN;
(VIII)
TO CORRECT ANY DEFECT OR SUPPLY ANY OMISSION OR
RECONCILE ANY INCONSISTENCY IN THE PLAN AND TO CONSTRUE AND INTERPRET THE PLAN
AND ANY AWARD, RULES AND REGULATIONS, AWARD AGREEMENT OR OTHER INSTRUMENT
HEREUNDER; AND
4
(IX)
TO MAKE ALL OTHER DECISIONS AND
DETERMINATIONS AS MAY BE REQUIRED UNDER