THE PLAN SHALL BE ADMINISTERED BY A COMMITTEE OF TWO OR MORE "OUTSIDE
DIRECTORS" WITHIN THE MEANING OF SECTION 162(M) OF THE CODE.
(III)
RULE 16B-3.
TO THE EXTENT DESIRABLE TO
QUALIFY TRANSACTIONS HEREUNDER AS EXEMPT UNDER RULE 16B-3, THE TRANSACTIONS
CONTEMPLATED HEREUNDER SHALL BE STRUCTURED TO SATISFY THE REQUIREMENTS FOR
EXEMPTION UNDER RULE 16B-3.
(IV)
OTHER ADMINISTRATION.
OTHER THAN AS PROVIDED
ABOVE, THE PLAN SHALL BE ADMINISTERED BY (A) THE BOARD OR (B) A COMMITTEE, WHICH
COMMITTEE SHALL BE CONSTITUTED TO SATISFY APPLICABLE LAWS.
(B)
POWERS OF THE ADMINISTRATOR.
SUBJECT TO THE
PROVISIONS OF THE PLAN, AND IN THE CASE OF A COMMITTEE, SUBJECT TO THE SPECIFIC
DUTIES DELEGATED BY THE BOARD TO SUCH COMMITTEE, THE ADMINISTRATOR SHALL HAVE
THE AUTHORITY, IN ITS DISCRETION:
(I)
TO DETERMINE THE FAIR MARKET VALUE;
(II)
TO SELECT THE PERSON(S) TO WHOM AWARDS MAY
BE GRANTED HEREUNDER;
(III)
TO DETERMINE THE NUMBER OF SHARES OF COMMON
STOCK TO BE COVERED BY EACH AWARD GRANTED HEREUNDER;
(IV)
TO APPROVE FORMS OF AWARD AGREEMENT FOR USE
UNDER THE PLAN;
(V)
TO DETERMINE THE TERMS AND CONDITIONS, NOT
INCONSISTENT WITH THE TERMS OF THE PLAN, OF ANY AWARD GRANTED HEREUNDER.
SUCH
TERMS AND CONDITIONS INCLUDE, BUT ARE NOT LIMITED TO, THE EXERCISE PRICE, THE
DATE OF GRANT, THE TIME OR TIMES WHEN AWARDS MAY BE EXERCISED (OR ARE EARNED)
(WHICH MAY BE BASED ON PERFORMANCE CRITERIA), ANY VESTING ACCELERATION OR WAIVER
OF FORFEITURE RESTRICTIONS, AND ANY RESTRICTION OR LIMITATION REGARDING ANY
AWARD OR THE SHARES OF COMMON STOCK RELATING THERETO, BASED IN EACH CASE ON SUCH
FACTORS AS THE ADMINISTRATOR, IN ITS SOLE
6
DISCRETION, SHALL DETERMINE;
PROVIDED, HOWEVER, THAT WITH RESPECT TO SHARES OF
RESTRICTED STOCK SUBJECT TO STOCK PURCHASE RIGHTS, PERFORMANCE SHARES OR
RESTRICTED STOCK UNITS VESTING SOLELY BASED ON CONTINUING AS AN EMPLOYEE OR
CHAIRMAN, THEY WILL VEST IN FULL NO EARLIER (EXCEPT IF ACCELERATED PURSUANT TO
SECTIONS 17 OR 4(B)(IX) HEREOF) THAN THE THREE (3) YEAR ANNIVERSARY OF THE GRANT
DATE; PROVIDED, FURTHER, THAT IF VESTING IS NOT SOLELY EMPLOYMENT- OR
CHAIRMANSHIP-BASED, THEY WILL VEST IN FULL NO EARLIER (EXCEPT IF ACCELERATED
PURSUANT TO SECTIONS 17 OR 4(B)(IX) HEREOF) THAN THE ONE (1) YEAR ANNIVERSARY OF
THE GRANT DATE;
(VI)
THE ADMINISTRATOR MAY NOT "REPRICE" OPTIONS,
SARS OR STOCK PURCHASE RIGHTS, INCLUDING 6-MONTHS-PLUS-1-DAY OPTION EXCHANGE
PROGRAMS, WITHOUT SHAREHOLDER APPROVAL;
(VII)
TO CONSTRUE AND INTERPRET THE TERMS OF THE PLAN
AND AWARDS GRANTED PURSUANT TO THE PLAN;
(VIII)
TO PRESCRIBE, AMEND AND RESCIND RULES AND
REGULATIONS RELATING TO THE PLAN, INCLUDING RULES AND REGULATIONS RELATING TO
SUB-PLANS ESTABLISHED FOR THE PURPOSE OF QUALIFYING FOR PREFERRED TAX TREATMENT
UNDER FOREIGN TAX LAWS;
(IX)
TO MODIFY OR AMEND EACH AWARD (SUBJECT TO
SECTION 19(C) OF THE PLAN), INCLUDING THE DISCRETIONARY AUTHORITY TO EXTEND THE
POST-TERMINATION EXERCISABILITY PERIOD OF OPTIONS AND SARS LONGER THAN IS
OTHERWISE PROVIDED FOR IN THE PLAN; HOWEVER, THE ADMINISTRATOR MAY NOT EXTEND
THE POST-TERMINATION EXERCISABILITY PERIOD BEYOND THE EARLIER OF THE DATE THE
AWARD WOULD OTHERWISE EXPIRE BY ITS TERMS