THE EXCHANGE ACT AND USED IN SECTIONS 13(D) AND 14(D) THEREOF,
INCLUDING A "GROUP," AS DEFINED IN SECTION 13(D) THEREOF.
2.30
"RESTRICTED STOCK" MEANS AN AWARD GRANTED TO A PARTICIPANT PURSUANT
TO ARTICLE 8 HEREIN.
2.31
"SHARES" MEANS THE SHARES OF COMMON STOCK OF THE COMPANY, PAR VALUE
$0.01 PER SHARE, SUBJECT TO ADJUSTMENT PURSUANT TO SECTION 4.2 HEREIN.
2.32
"STOCK APPRECIATION RIGHT" OR "SAR" MEANS AN AWARD, GRANTED ALONE OR
IN CONNECTION WITH A RELATED OPTION, DESIGNATED AS AN SAR, PURSUANT TO THE TERMS
OF ARTICLE 7 HEREIN.
2.33
"TANDEM SAR" MEANS AN SAR THAT IS GRANTED IN CONNECTION WITH A
RELATED OPTION PURSUANT TO ARTICLE 7 HEREIN.
2.34
"TERMINATION OF SERVICE" MEANS, IF AN EMPLOYEE, TERMINATION OF
EMPLOYMENT WITH ALL ENTITIES IN THE GROUP, IF A DIRECTOR, TERMINATION OF SERVICE
ON THE BOARD AND THE BOARD OF DIRECTORS OF ANY AFFILIATE, AS APPLICABLE, AND IF
A CONSULTANT, TERMINATION OF THE CONSULTING RELATIONSHIP WITH ALL ENTITIES IN
THE GROUP.
4
ARTICLE 3
ADMINISTRATION
3.1
THE COMMITTEE.
THE PLAN SHALL BE ADMINISTERED BY THE COMMITTEE.
TO THE EXTENT THE COMPANY DEEMS IT TO BE NECESSARY OR DESIRABLE WITH RESPECT TO
ANY AWARDS MADE HEREUNDER, THE MEMBERS OF THE COMMITTEE MAY BE LIMITED TO
NONEMPLOYEE DIRECTORS OR OUTSIDE DIRECTORS, WHO SHALL BE APPOINTED FROM TIME TO
TIME BY, AND SHALL SERVE AT THE DISCRETION OF, THE BOARD.
3.2
AUTHORITY OF THE COMMITTEE.
EXCEPT AS LIMITED BY LAW OR BY THE
ARTICLES OF INCORPORATION OR THE BY-LAWS OF THE COMPANY, AND SUBJECT TO THE
PROVISIONS HEREIN, THE COMMITTEE SHALL HAVE FULL POWER TO SELECT THE PERSONS WHO
SHALL PARTICIPATE IN THE PLAN; DETERMINE THE SIZES AND TYPES OF AWARDS;
DETERMINE THE TERMS AND CONDITIONS OF AWARDS IN A MANNER CONSISTENT WITH THE
PLAN; CONSTRUE AND INTERPRET THE PLAN AND ANY AGREEMENT OR INSTRUMENT ENTERED
INTO UNDER THE PLAN AS THEY APPLY TO PARTICIPANTS; ESTABLISH, AMEND, OR WAIVE
RULES AND REGULATIONS FOR THE PLAN'S ADMINISTRATION AS THEY APPLY TO
PARTICIPANTS; AND (SUBJECT TO THE PROVISIONS OF ARTICLE 15 HEREIN) AMEND THE
TERMS AND CONDITIONS OF ANY OUTSTANDING AWARD TO THE EXTENT SUCH TERMS AND
CONDITIONS ARE WITHIN THE DISCRETION OF THE COMMITTEE AS PROVIDED IN THE PLAN.
FURTHER, THE COMMITTEE SHALL MAKE ALL OTHER DETERMINATIONS WHICH MAY BE
NECESSARY OR ADVISABLE FOR THE ADMINISTRATION OF THE PLAN, AS THE PLAN APPLIES
TO PARTICIPANTS.
AS PERMITTED BY LAW, THE COMMITTEE MAY DELEGATE ITS AUTHORITY
AS IDENTIFIED HEREIN.
3.3
DECISIONS BINDING.
ALL DETERMINATIONS AND DECISIONS MADE BY THE
COMMITTEE PURSUANT TO THE PROVISIONS OF THE PLAN AND ALL RELATED ORDERS AND
RESOLUTIONS OF THE BOARD SHALL BE FINAL, CONCLUSIVE AND BINDING ON ALL PERSONS,
INCLUDING THE COMPANY, ITS SHAREHOLDERS, AFFILIATES, PARTICIPANTS, AND THEIR
ESTATES AND BENEFICIARIES.
ARTICLE 4
SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS
4.1
NUMBER OF SHARES AVAILABLE FOR GRANTS.
(A)
SUBJECT TO SECTION 4.2 HEREIN, THE MAXIMUM NUMBER OF SHARES THAT
MAY BE ISSUED PURSUANT TO AWARDS UNDER THE PLAN SHALL BE 2,500,000.
SHARES
UNDERLYING LAPSED OR FORFEITED AWARDS OF