PLAN TO QUALIFY FOR AN EXEMPTION FROM
SECTION 16(B) OF THE EXCHANGE ACT.
(B)
SUBJECT TO APPLICABLE LAW, THE COMMITTEE MAY DELEGATE TO THE CHIEF
EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER OF THE COMPANY ANY OR ALL OF THE
AUTHORITY OF THE COMMITTEE WITH RESPECT TO AWARDS TO GRANTEES, OTHER THAN
GRANTEES FOR WHOM (I) THE COMMITTEE DESIRES THE AWARD TO QUALIFY FOR AN
EXEMPTION FROM SECTION 16(B) OF THE EXCHANGE ACT AS IN EFFECT AT THE TIME ANY
SUCH DELEGATED AUTHORITY IS EXERCISED OR (II) THE COMMITTEE DETERMINES COULD BE
A COVERED EMPLOYEE AT ANY TIME DURING THE TERM OF THE AWARD.
3.2
POWERS OF THE COMMITTEE.
SUBJECT TO AND
CONSISTENT WITH THE PROVISIONS OF THE PLAN, THE COMMITTEE SHALL HAVE FULL POWER
AND AUTHORITY AND SOLE DISCRETION AS FOLLOWS:
(A)
TO DETERMINE WHEN, TO WHOM AND IN WHAT TYPES AND AMOUNTS AWARDS
(INCLUDING SUBSTITUTE AWARDS) SHOULD BE GRANTED;
(B)
TO GRANT AWARDS TO ELIGIBLE PERSONS IN ANY NUMBER, AND TO
DETERMINE THE TERMS AND CONDITIONS APPLICABLE TO EACH AWARD;
(C)
TO DETERMINE, AS TO ALL OR PART OF ANY AWARD AS TO ANY GRANTEE, AT
THE TIME THE AWARD IS GRANTED OR THEREAFTER, THAT THE EXERCISABILITY OR VESTING
OF AN AWARD SHALL BE ACCELERATED UPON A GRANTEE'S DEATH, DISABILITY, RETIREMENT,
CHANGE IN CONTROL, OR TERMINATION OF AFFILIATION FOLLOWING A CHANGE IN CONTROL,
TO DETERMINE THAT AWARDS SHALL CONTINUE TO BECOME EXERCISABLE OR VESTED IN FULL
OR IN INSTALLMENTS AFTER TERMINATION OF AFFILIATION, TO EXTEND THE PERIOD FOR
EXERCISE OF OPTIONS OR SARS FOLLOWING TERMINATION OF AFFILIATION (BUT NOT BEYOND
TEN (10) YEARS FROM THE GRANT DATE OF THE OPTION OR SAR) OR TO PROVIDE THAT ANY
RESTRICTED STOCK AWARD, RESTRICTED STOCK UNIT AWARD, PERFORMANCE UNIT AWARD OR
SERVICE AWARD SHALL IN WHOLE OR IN PART NOT BE FORFEITED UPON GRANTEE'S DEATH,
DISABILITY, RETIREMENT, CHANGE IN CONTROL OR TERMINATION OF AFFILIATION
FOLLOWING A CHANGE IN CONTROL, PROVIDED THE COMMITTEE SHALL CONSIDER POTENTIAL
TAX CONSEQUENCES IN MAKING ANY SUCH DETERMINATIONS OR TAKING ANY SUCH ACTIONS;
7
(D)
TO DETERMINE THE BENEFIT PAYABLE UNDER ANY PERFORMANCE UNIT OR
DIVIDEND EQUIVALENT, AND TO DETERMINE WHETHER ANY PERFORMANCE OR VESTING
CONDITIONS HAVE BEEN SATISFIED;
(E)
TO DETERMINE WHETHER OR NOT SPECIFIC AWARDS SHALL BE GRANTED IN
CONNECTION WITH OTHER SPECIFIC AWARDS, AND IF SO, WHETHER THEY SHALL BE
EXERCISABLE CUMULATIVELY WITH, OR ALTERNATIVELY TO, SUCH OTHER SPECIFIC AWARDS
AND ALL OTHER MATTERS TO BE DETERMINED IN CONNECTION WITH AN AWARD;
(F)
TO DETERMINE, WITH RESPECT TO RESTRICTED STOCK, WHETHER TO PERMIT
OR REQUIRE THE PAYMENT OF CASH DIVIDENDS THEREON, AND WHETHER RESTRICTED STOCK
(INCLUDING RESTRICTED STOCK ACQUIRED UPON THE EXERCISE OF AN OPTION) SHALL BE
HELD IN ESCROW OR OTHER CUSTODIAL ARRANGEMENT;
(G)
TO DETERMINE WHETHER, TO WHAT EXTENT, AND UNDER WHAT CIRCUMSTANCES
AN AWARD MAY BE SETTLED IN, OR THE EXERCISE PRICE OF AN AWARD MAY BE PAID IN,
CASH, SHARES, OTHER AWARDS, OR OTHER PROPERTY;
(H)
TO DETERMINE WHETHER, TO WHAT EXTENT, AND UNDER WHAT CIRCUMSTANCES
AN AWARD MAY BE