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 WILL HAVE THE
AUTHORITY, IN ITS DISCRETION:
(I)
TO DETERMINE THE FAIR MARKET VALUE;
(II)
TO SELECT THE SERVICE PROVIDERS TO WHOM
AWARDS MAY BE GRANTED HEREUNDER;
(III)
TO DETERMINE THE TERMS AND CONDITIONS, NOT
INCONSISTENT WITH THE TERMS OF THE PLAN, OF ANY AWARD GRANTED HEREUNDER;
6
(IV)
TO CONSTRUE AND INTERPRET THE TERMS OF THE
PLAN AND AWARDS GRANTED PURSUANT TO THE PLAN;
(V)
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 SATISFYING APPLICABLE FOREIGN LAWS;
(VI)
TO MODIFY OR AMEND EACH AWARD (SUBJECT TO
SECTION 19(C) OF THE PLAN). NOTWITHSTANDING THE PREVIOUS SENTENCE, THE
ADMINISTRATOR MAY NOT: (A) MODIFY OR AMEND AN OPTION OR STOCK APPRECIATION RIGHT
TO REDUCE THE EXERCISE PRICE OF SUCH OPTION OR STOCK APPRECIATION RIGHT AFTER IT
HAS BEEN GRANTED (EXCEPT FOR ADJUSTMENTS MADE PURSUANT TO SECTION 14), (B)
CANCEL ANY OUTSTANDING OPTION OR STOCK APPRECIATION RIGHT AND IMMEDIATELY
REPLACE IT WITH A NEW OPTION OR STOCK APPRECIATION RIGHT WITH A LOWER EXERCISE
PRICE, OR (C) ACCELERATE THE VESTING PROVISIONS CONTAINED IN SECTIONS 8(E),
9(B), OR 10(C) OTHER THAN UPON OR IN CONNECTION WITH A CHANGE IN CONTROL OR UPON
OR IN CONNECTION WITH A PARTICIPANT'S TERMINATION OF SERVICE DUE TO DEATH,
DISABILITY OR RETIREMENT;
(VII)
TO AUTHORIZE ANY PERSON TO EXECUTE ON BEHALF OF
THE COMPANY ANY INSTRUMENT REQUIRED TO EFFECT THE GRANT OF AN AWARD PREVIOUSLY
GRANTED BY THE ADMINISTRATOR;
(VIII)
TO ALLOW A PARTICIPANT TO DEFER THE RECEIPT OF THE
PAYMENT OF CASH OR THE DELIVERY OF SHARES THAT WOULD OTHERWISE BE DUE TO SUCH
PARTICIPANT UNDER AN AWARD PURSUANT TO SUCH PROCEDURES AS THE ADMINISTRATOR MAY
DETERMINE; AND
(IX)
TO MAKE ALL OTHER DETERMINATIONS DEEMED
NECESSARY OR ADVISABLE FOR ADMINISTERING THE PLAN.
(C)
EFFECT OF ADMINISTRATOR'S DECISION. THE
ADMINISTRATOR'S DECISIONS, DETERMINATIONS AND INTERPRETATIONS WILL BE FINAL AND
BINDING ON ALL PARTICIPANTS AND ANY OTHER HOLDERS OF AWARDS.
5.
ELIGIBILITY. NONSTATUTORY STOCK
OPTIONS, RESTRICTED STOCK, RESTRICTED STOCK UNITS, STOCK APPRECIATION RIGHTS,
PERFORMANCE UNITS, PERFORMANCE SHARES AND SUCH OTHER CASH OR STOCK AWARDS AS THE
ADMINISTRATOR DETERMINES MAY BE GRANTED TO SERVICE PROVIDERS. INCENTIVE STOCK
OPTIONS MAY BE GRANTED ONLY TO EMPLOYEES OF THE COMPANY OR ANY PARENT OR
SUBSIDIARY OF THE COMPANY.
6.
STOCK OPTIONS.
(A)
LIMITATIONS.
(I)
EACH OPTION WILL BE DESIGNATED IN THE
AWARD AGREEMENT AS EITHER AN INCENTIVE STOCK OPTION OR A NONSTATUTORY STOCK
OPTION. HOWEVER, NOTWITHSTANDING SUCH DESIGNATION, TO THE EXTENT THAT THE
AGGREGATE FAIR MARKET VALUE OF THE SHARES WITH RESPECT TO WHICH INCENTIVE STOCK
OPTIONS ARE EXERCISABLE FOR THE FIRST TIME BY THE PARTICIPANT DURING ANY
CALENDAR YEAR (UNDER ALL PLANS OF THE COMPANY AND ANY PARENT OR SUBSIDIARY)
EXCEEDS $100,000, SUCH OPTIONS WILL BE TREATED AS NONSTATUTORY STOCK