TO APPROVE FORMS OF AGREEMENT FOR USE UNDER THE PLAN;
(V)
TO DETERMINE THE TERMS AND CONDITIONS, NOT INCONSISTENT WITH THE
TERMS OF THE PLAN, OF ANY OPTION OR STOCK PURCHASE RIGHT GRANTED HEREUNDER.
SUCH TERMS AND CONDITIONS INCLUDE, BUT ARE NOT LIMITED TO, THE EXERCISE PRICE,
THE TIME OR TIMES WHEN OPTIONS OR STOCK PURCHASE RIGHTS MAY BE EXERCISED (WHICH
MAY BE BASED ON PERFORMANCE CRITERIA), ANY VESTING ACCELERATION OR WAIVER OF
FORFEITURE RESTRICTIONS, AND ANY RESTRICTION OR LIMITATION REGARDING ANY OPTION
OR STOCK PURCHASE RIGHT OR THE SHARES OF COMMON STOCK RELATING THERETO, BASED IN
EACH CASE ON SUCH FACTORS AS THE ADMINISTRATOR, IN ITS SOLE DISCRETION, SHALL
DETERMINE;
(VI)
[RESERVED];
(VII)
TO INSTITUTE AN OPTION EXCHANGE PROGRAM;
(VIII)
TO CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND AWARDS GRANTED
PURSUANT TO THE PLAN;
(IX)
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;
(X)
TO MODIFY OR AMEND EACH OPTION OR STOCK PURCHASE RIGHT (SUBJECT TO
SECTION 15(C) OF THE PLAN), INCLUDING THE DISCRETIONARY AUTHORITY TO EXTEND THE
POST-TERMINATION EXERCISABILITY PERIOD OF OPTIONS LONGER THAN IS OTHERWISE
PROVIDED FOR IN THE PLAN, PROVIDED HOWEVER, THE BOARD SHALL NOT HAVE THE POWER
TO REPRICE OPTIONS OR STOCK PURCHASE RIGHTS ONCE GRANTED, EXCEPT FOR ADJUSTMENTS
RESULTING FROM A STOCK SPLIT, REVERSE STOCK SPLIT OR SIMILAR CHANGE TO THE
OUTSTANDING CAPITAL STOCK;
(XI)
TO ALLOW OPTIONEES TO SATISFY WITHHOLDING TAX OBLIGATIONS BY
ELECTING TO HAVE THE COMPANY WITHHOLD FROM THE SHARES TO BE ISSUED UPON EXERCISE
OF AN OPTION OR STOCK PURCHASE RIGHT THAT NUMBER OF SHARES HAVING A FAIR MARKET
VALUE EQUAL TO THE AMOUNT REQUIRED TO BE WITHHELD.
THE FAIR MARKET VALUE OF THE
SHARES TO BE WITHHELD SHALL BE DETERMINED ON THE DATE THAT THE AMOUNT OF TAX TO
BE WITHHELD IS TO BE DETERMINED.
ALL ELECTIONS BY AN OPTIONEE TO HAVE SHARES
WITHHELD FOR THIS PURPOSE SHALL BE MADE IN SUCH FORM AND UNDER SUCH CONDITIONS
AS THE ADMINISTRATOR MAY DEEM NECESSARY OR ADVISABLE;
-5-
(XII)
TO AUTHORIZE ANY PERSON TO EXECUTE ON BEHALF OF THE COMPANY ANY
INSTRUMENT REQUIRED TO EFFECT THE GRANT OF AN OPTION OR STOCK PURCHASE RIGHT
PREVIOUSLY GRANTED BY THE ADMINISTRATOR;
(XIII)
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 SHALL BE FINAL AND BINDING ON ALL
OPTIONEES AND ANY OTHER HOLDERS OF OPTIONS OR STOCK PURCHASE RIGHTS.
5.
ELIGIBILITY.
NONSTATUTORY STOCK OPTIONS AND STOCK PURCHASE
RIGHTS MAY BE GRANTED TO SERVICE PROVIDERS.
INCENTIVE STOCK OPTIONS MAY BE
GRANTED ONLY TO EMPLOYEES.
6.
LIMITATIONS.
(A)
EACH OPTION SHALL BE DESIGNATED IN THE OPTION 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