THE
TERMS OF SUCH AWARDS CONFORM TO GUIDELINES ESTABLISHED BY THE COMMITTEE AND
PROVIDED FURTHER THAT AT THE TIME OF MAKING SUCH AWARDS THE CHIEF EXECUTIVE
OFFICER ALSO IS A DIRECTOR.
3.3
ADMINISTRATION WITH RESPECT TO INSIDERS.
WITH RESPECT TO PARTICIPATION BY INSIDERS IN THE PLAN, AT ANY TIME THAT ANY
CLASS OF EQUITY SECURITY OF THE COMPANY IS REGISTERED PURSUANT TO SECTION 12 OF
THE EXCHANGE ACT, THE PLAN SHALL BE ADMINISTERED IN COMPLIANCE WITH THE
REQUIREMENTS, IF ANY, OF RULE 16B-3.
3.4
COMMITTEE COMPLYING WITH SECTION 162(M).
WHILE THE COMPANY IS A "PUBLICLY HELD CORPORATION" WITHIN THE MEANING OF
SECTION 162(M), THE BOARD MAY ESTABLISH A COMMITTEE OF "OUTSIDE DIRECTORS"
WITHIN THE MEANING OF SECTION 162(M) TO APPROVE THE GRANT OF ANY AWARD WHICH
MIGHT REASONABLY BE ANTICIPATED TO RESULT IN THE PAYMENT OF EMPLOYEE
REMUNERATION THAT WOULD OTHERWISE EXCEED THE LIMIT ON EMPLOYEE REMUNERATION
DEDUCTIBLE FOR INCOME TAX PURPOSES PURSUANT TO SECTION 162(M).
7
3.5
POWERS OF THE COMMITTEE.
IN ADDITION TO ANY
OTHER POWERS SET FORTH IN THE PLAN AND SUBJECT TO THE PROVISIONS OF THE PLAN,
THE COMMITTEE SHALL HAVE THE FULL AND FINAL POWER AND AUTHORITY, IN ITS
DISCRETION:
(A)
TO DETERMINE THE PERSONS TO WHOM, AND THE
TIME OR TIMES AT WHICH, AWARDS SHALL BE GRANTED AND THE NUMBER OF SHARES OF
STOCK OR UNITS TO BE SUBJECT TO EACH AWARD BASED ON THE RECOMMENDATION OF THE
CHIEF EXECUTIVE OFFICER OF THE COMPANY (EXCEPT THAT AWARDS TO THE CHIEF
EXECUTIVE OFFICER SHALL BE BASED ON THE RECOMMENDATION OF THE INDEPENDENT
MEMBERS OF THE BOARD IN COMPLIANCE WITH APPLICABLE STOCK EXCHANGE RULES AND
AWARDS TO NONEMPLOYEE DIRECTORS SHALL BE GRANTED AUTOMATICALLY PURSUANT TO
SECTION 7 OF THE PLAN);
(B)
TO DETERMINE THE TYPE OF AWARD GRANTED AND
TO DESIGNATE OPTIONS AS INCENTIVE STOCK OPTIONS OR NONSTATUTORY STOCK OPTIONS;
(C)
TO DETERMINE THE FAIR MARKET VALUE OF
SHARES OF STOCK OR OTHER PROPERTY;
(D)
TO DETERMINE THE TERMS, CONDITIONS AND
RESTRICTIONS APPLICABLE TO EACH AWARD (WHICH NEED NOT BE IDENTICAL) AND ANY
SHARES ACQUIRED PURSUANT THERETO, INCLUDING, WITHOUT LIMITATION, (I) THE
EXERCISE OR PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO ANY AWARD, (II) THE
METHOD OF PAYMENT FOR SHARES PURCHASED PURSUANT TO ANY AWARD, (III) THE METHOD
FOR SATISFACTION OF ANY TAX WITHHOLDING OBLIGATION ARISING IN CONNECTION WITH
AWARD, INCLUDING BY THE WITHHOLDING OR DELIVERY OF SHARES OF STOCK, (IV) THE
TIMING, TERMS AND CONDITIONS OF THE EXERCISABILITY OR VESTING OF ANY AWARD OR
ANY SHARES ACQUIRED PURSUANT THERETO, (V) THE PERFORMANCE AWARD FORMULA AND
PERFORMANCE GOALS APPLICABLE TO ANY AWARD AND THE EXTENT TO WHICH SUCH
PERFORMANCE GOALS HAVE BEEN ATTAINED, (VI) THE TIME OF THE EXPIRATION OF ANY
AWARD, (VII) THE EFFECT OF THE PARTICIPANT'S TERMINATION OF SERVICE ON ANY OF
THE FOREGOING, AND (VIII) ALL OTHER TERMS, CONDITIONS AND RESTRICTIONS
APPLICABLE TO ANY AWARD OR SHARES ACQUIRED PURSUANT THERETO NOT INCONSISTENT
WITH THE TERMS OF THE PLAN;
(E)
TO DETERMINE WHETHER AN AWARD WILL BE
SETTLED IN SHARES OF STOCK, CASH,