SERVICES AS MAY REASONABLY BE
REQUIRED IN THE ADMINISTRATION OF THE PLAN, AND MAY PAY REASONABLE COMPENSATION
FOR SUCH SERVICES.
ALL COSTS OF ADMINISTERING THE PLAN WILL BE PAID BY THE
COMPANY.
16.5.
INDEMNIFICATION.
THE COMPANY AGREES TO INDEMNIFY AND HOLD
HARMLESS, TO THE EXTENT PERMITTED BY LAW, EACH DIRECTOR, OFFICER AND EMPLOYEE OF
THE COMPANY AND ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY AGAINST ANY AND ALL
LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING LEGAL FEES) OF EVERY KIND AND
NATURE THAT MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH PERSON AT
ANY TIME BY REASON OF SUCH PERSON'S SERVICES IN CONNECTION WITH THE PLAN, BUT
ONLY IF SUCH PERSON DID NOT ACT DISHONESTLY OR IN BAD FAITH OR IN WILLFUL
VIOLATION OF THE LAW OR REGULATIONS UNDER WHICH SUCH LIABILITY, LOSS, COST OR
EXPENSE ARISES.
THE COMPANY HAS THE RIGHT, BUT NOT THE OBLIGATION, TO SELECT
COUNSEL AND CONTROL THE DEFENSE AND SETTLEMENT OF ANY ACTION FOR WHICH A PERSON
MAY BE ENTITLED TO INDEMNIFICATION UNDER THIS PROVISION.
17.
SHARES AVAILABLE FOR ISSUANCE.
17.1.
MAXIMUM NUMBER OF SHARES AVAILABLE.
SUBJECT TO ADJUSTMENT AS
PROVIDED IN SECTION 17.2, THE MAXIMUM NUMBER OF SHARES THAT WILL BE AVAILABLE
FOR ISSUANCE OR DISTRIBUTION UNDER THE PLAN WILL BE 500,000 SHARES, PLUS ANY
SHARES WHICH, AS OF THE 2001 ANNUAL MEETING DATE, WERE RESERVED FOR ISSUANCE
UNDER THE 1997 NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN, AS AMENDED, AND
THE COMPANY'S 1995 NON-EMPLOYEE DIRECTOR STOCK
18
OPTION PLAN AND WHICH WERE NOT THEREAFTER ISSUED OR ARE NOT HEREAFTER ISSUED, OR
WHICH HAVE BEEN ISSUED BUT ARE SUBSEQUENTLY FORFEITED AND WHICH WOULD OTHERWISE
HAVE BEEN AVAILABLE FOR FURTHER ISSUANCE UNDER SUCH PLANS.
THE SHARES AVAILABLE
FOR ISSUANCE OR DISTRIBUTION UNDER THE PLAN MAY, AT THE ELECTION OF THE
ADMINISTRATOR, BE EITHER TREASURY SHARES OR SHARES AUTHORIZED BUT UNISSUED, AND,
IF TREASURY SHARES ARE USED, ALL REFERENCES IN THE PLAN TO THE ISSUANCE OR
DISTRIBUTION OF SHARES WILL, FOR CORPORATE LAW PURPOSES, BE DEEMED TO MEAN THE
TRANSFER OF SHARES FROM TREASURY.
17.2.
ACCOUNTING.
SHARES THAT ARE ISSUED OR DISTRIBUTED UNDER THE PLAN
OR THAT ARE SUBJECT TO OUTSTANDING PERIODIC OPTIONS GRANTED UNDER THE PLAN OR
SHARE UNITS WILL BE APPLIED TO REDUCE THE MAXIMUM NUMBER OF SHARES REMAINING
AVAILABLE FOR ISSUANCE OR DISTRIBUTION UNDER THE PLAN.
ANY SHARES THAT ARE
SUBJECT TO A PERIODIC OPTION GRANTED UNDER THE PLAN THAT LAPSES, EXPIRES, IS
FORFEITED OR FOR ANY REASON IS TERMINATED UNEXERCISED AND ANY SHARES THAT ARE
SUBJECT TO SHARE UNITS IN A SHARE ACCOUNT THAT ARE FORFEITED PURSUANT TO
SECTION 8.2(C) WILL AUTOMATICALLY AGAIN BECOME AVAILABLE FOR ISSUANCE OR
DISTRIBUTION UNDER THE PLAN.
TO THE EXTENT THAT THE EXERCISE PRICE OF ANY
PERIODIC OPTION GRANTED UNDER THE PLAN AND/OR ASSOCIATED TAX WITHHOLDING
OBLIGATIONS ARE PAID BY TENDER OR ATTESTATION AS TO OWNERSHIP OF PREVIOUSLY
ACQUIRED SHARES, OR TO THE EXTENT THAT SUCH TAX WITHHOLDING OBLIGATIONS ARE
SATISFIED BY WITHHOLDING OF SHARES OTHERWISE ISSUABLE UPON EXERCISE OF THE
PERIODIC OPTION, ONLY THE NUMBER OF