SECTION 6(C) OF THE PLAN.
(X)
"RESTRICTED STOCK UNIT" SHALL MEAN ANY
UNIT GRANTED UNDER SECTION 6(C) OF THE PLAN EVIDENCING THE RIGHT TO RECEIVE A
SHARE (OR A CASH PAYMENT EQUAL TO THE FAIR MARKET VALUE OF A SHARE) AT SOME
FUTURE DATE.
(Y)
"RULE 16B-3" SHALL MEAN RULE 16B-3
PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE EXCHANGE ACT OR
ANY SUCCESSOR RULE OR REGULATION.
(Z)
"SECTION 162(M)" SHALL MEAN SECTION 162(M)
OF THE CODE AND THE APPLICABLE TREASURY REGULATIONS PROMULGATED THEREUNDER.
(AA)
"SHARES" SHALL MEAN SHARES OF COMMON STOCK, PAR
VALUE OF $0.01 PER SHARE, OF THE COMPANY OR SUCH OTHER SECURITIES OR PROPERTY AS
MAY BECOME SUBJECT TO AWARDS PURSUANT TO AN ADJUSTMENT MADE UNDER SECTION 4(C)
OF THE PLAN.
(BB)
"STOCK APPRECIATION RIGHT" SHALL MEAN ANY RIGHT
GRANTED UNDER SECTION 6(B) OF THE PLAN.
(CC)
"STOCK AWARD" SHALL MEAN ANY SHARE GRANTED UNDER
SECTION 6(F) OF THE PLAN.
SECTION 3.
ADMINISTRATION.
(A)
POWER AND AUTHORITY OF THE COMMITTEE.
THE
PLAN SHALL BE ADMINISTERED BY THE COMMITTEE.
SUBJECT TO THE EXPRESS PROVISIONS
OF THE PLAN AND TO APPLICABLE LAW, THE COMMITTEE SHALL HAVE FULL POWER AND
AUTHORITY TO:
(I) DESIGNATE PARTICIPANTS; (II) DETERMINE THE
3
TYPE OR TYPES OF AWARDS TO BE GRANTED TO EACH PARTICIPANT UNDER THE PLAN;
(III) DETERMINE THE NUMBER OF SHARES TO BE COVERED BY (OR THE METHOD BY WHICH
PAYMENTS OR OTHER RIGHTS ARE TO BE CALCULATED IN CONNECTION WITH) EACH AWARD;
(IV) DETERMINE THE TERMS AND CONDITIONS OF ANY AWARD OR AWARD AGREEMENT;
(V) AMEND THE TERMS AND CONDITIONS OF ANY AWARD OR AWARD AGREEMENT, PROVIDED,
HOWEVER, THAT, EXCEPT AS OTHERWISE PROVIDED IN SECTION 4(C) HEREOF, THE
COMMITTEE SHALL NOT REPRICE, ADJUST OR AMEND THE EXERCISE PRICE OF OPTIONS OR
THE GRANT PRICE OF STOCK APPRECIATION RIGHTS PREVIOUSLY AWARDED TO ANY
PARTICIPANT, WHETHER THROUGH AMENDMENT, CANCELLATION AND REPLACEMENT GRANT, OR
ANY OTHER MEANS; (VI) ACCELERATE THE EXERCISABILITY OF ANY AWARD OR THE LAPSE OF
RESTRICTIONS RELATING TO ANY AWARD; (VII) DETERMINE WHETHER, TO WHAT EXTENT AND
UNDER WHAT CIRCUMSTANCES AWARDS MAY BE EXERCISED IN CASH, SHARES, OTHER
SECURITIES, OTHER AWARDS OR OTHER PROPERTY, OR CANCELED, FORFEITED OR SUSPENDED;
(VIII) DETERMINE WHETHER, TO WHAT EXTENT AND UNDER WHAT CIRCUMSTANCES CASH,
SHARES, OTHER SECURITIES, OTHER AWARDS, OTHER PROPERTY AND OTHER AMOUNTS PAYABLE
WITH RESPECT TO AN AWARD UNDER THE PLAN SHALL BE DEFERRED EITHER AUTOMATICALLY
OR AT THE ELECTION OF THE HOLDER OF THE AWARD OR THE COMMITTEE; (IX) INTERPRET
AND ADMINISTER THE PLAN AND ANY INSTRUMENT OR AGREEMENT, INCLUDING ANY AWARD
AGREEMENT, RELATING TO THE PLAN; (X) ESTABLISH, AMEND, SUSPEND OR WAIVE SUCH
RULES AND REGULATIONS AND APPOINT SUCH AGENTS AS IT SHALL DEEM APPROPRIATE FOR
THE PROPER ADMINISTRATION OF THE PLAN; AND (XI) MAKE ANY OTHER DETERMINATION AND
TAKE ANY OTHER ACTION THAT THE COMMITTEE DEEMS NECESSARY OR DESIRABLE FOR THE
ADMINISTRATION OF THE PLAN.
UNLESS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN,
ALL DESIGNATIONS, DETERMINATIONS, INTERPRETATIONS AND OTHER DECISIONS UNDER OR
WITH RESPECT TO THE PLAN OR ANY