AND ARE NOT EXPECTED TO BE "COVERED
EMPLOYEES" AT THE TIME OF RECOGNITION OF INCOME RESULTING FROM SUCH AWARD OR
(2) NOT PERSONS WITH RESPECT TO WHOM THE COMPANY WISHES TO COMPLY WITH
SECTION 162(M) OF THE CODE AND/OR (II) DELEGATE TO A COMMITTEE OF ONE OR MORE
MEMBERS OF THE BOARD WHO ARE NOT "NON-EMPLOYEE DIRECTORS," WITHIN THE MEANING OF
RULE 16B-3, THE AUTHORITY TO GRANT AWARDS UNDER THE PLAN TO ELIGIBLE PERSONS WHO
ARE NOT THEN SUBJECT TO SECTION 16 OF THE EXCHANGE ACT.
THE BOARD MAY ABOLISH
THE COMMITTEE AT ANY TIME AND REVEST IN THE BOARD THE ADMINISTRATION OF THE
PLAN.
APPOINTMENT OF COMMITTEE MEMBERS SHALL BE EFFECTIVE UPON ACCEPTANCE OF
APPOINTMENT. COMMITTEE MEMBERS MAY RESIGN AT ANY TIME BY DELIVERING WRITTEN
NOTICE TO THE BOARD.
VACANCIES IN THE COMMITTEE MAY BE FILLED ONLY BY THE
BOARD.
(B)
POWERS OF THE ADMINISTRATOR.
SUBJECT TO THE PROVISIONS OF THE
PLAN AND THE SPECIFIC DUTIES DELEGATED BY THE BOARD TO SUCH COMMITTEE, AND
SUBJECT TO THE APPROVAL OF ANY RELEVANT AUTHORITIES, THE ADMINISTRATOR SHALL
HAVE THE AUTHORITY IN ITS SOLE DISCRETION:
(I)
TO DETERMINE THE FAIR MARKET VALUE;
5
(II)
TO SELECT THE SERVICE PROVIDERS TO WHOM AWARDS MAY FROM TIME TO
TIME BE GRANTED HEREUNDER;
(III)
TO DETERMINE THE NUMBER OF SHARES TO BE COVERED BY EACH SUCH
AWARD GRANTED HEREUNDER;
(IV)
TO APPROVE FORMS OF AGREEMENT FOR USE UNDER THE PLAN;
(V)
SUBJECT TO SECTION 18 OF THE PLAN, TO DETERMINE THE TERMS AND
CONDITIONS OF ANY AWARD GRANTED HEREUNDER (SUCH TERMS AND CONDITIONS INCLUDE,
BUT ARE NOT LIMITED TO, THE EXERCISE PRICE, THE TIME OR TIMES WHEN AWARDS MAY
VEST OR BE EXERCISED (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 COMMON STOCK RELATING THERETO, BASED IN
EACH CASE ON SUCH FACTORS AS THE ADMINISTRATOR, IN ITS SOLE DISCRETION, SHALL
DETERMINE);
(VI)
TO DETERMINE WHETHER TO OFFER TO BUYOUT A PREVIOUSLY GRANTED
OPTION AS PROVIDED IN SUBSECTION 10(I) AND TO DETERMINE THE TERMS AND CONDITIONS
OF SUCH OFFER AND BUYOUT (INCLUDING WHETHER PAYMENT IS TO BE MADE IN CASH OR
SHARES);
(VII)
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;
(VIII)
TO ALLOW HOLDERS TO SATISFY WITHHOLDING TAX OBLIGATIONS BY
ELECTING TO HAVE THE COMPANY WITHHOLD FROM THE SHARES TO BE ISSUED PURSUANT TO
AN AWARD THAT NUMBER OF SHARES HAVING A FAIR MARKET VALUE EQUAL TO THE MINIMUM
AMOUNT REQUIRED TO BE WITHHELD BASED ON THE STATUTORY WITHHOLDING RATES FOR
FEDERAL AND STATE TAX PURPOSES THAT APPLY TO SUPPLEMENTAL TAXABLE INCOME.
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
HOLDERS TO HAVE SHARES WITHHELD FOR THIS PURPOSE SHALL