MAKE ALL OTHER
DETERMINATIONS NECESSARY OR ADVISABLE FOR THE ADMINISTRATION AND INTERPRETATION
OF THE PLAN OR TO CARRY OUT ITS PROVISIONS AND PURPOSES.
DETERMINATIONS,
INTERPRETATIONS OR OTHER ACTIONS MADE OR TAKEN BY THE BOARD PURSUANT TO THE
PROVISIONS OF THE PLAN SHALL BE FINAL, BINDING AND CONCLUSIVE FOR ALL PURPOSES
AND UPON ALL PERSONS.
4.3.
DELEGATION BY THE BOARD.
ALL OF THE POWERS,
DUTIES AND RESPONSIBILITIES OF THE BOARD SPECIFIED IN THE PLAN MAY, TO THE FULL
EXTENT PERMITTED BY APPLICABLE LAW, BE EXERCISED AND PERFORMED BY THE COMMITTEE
OR ANY OTHER DULY CONSTITUTED COMMITTEE OF THE BOARD, IN ANY SUCH CASE, TO THE
EXTENT AUTHORIZED BY THE BOARD TO EXERCISE AND PERFORM SUCH POWERS, DUTIES AND
RESPONSIBILITIES.
SECTION 5.
SHARES SUBJECT TO PLAN
5.1.
NUMBER.
SUBJECT TO THE PROVISIONS OF
SECTION 5.3, THE MAXIMUM NUMBER SHARES OF COMMON STOCK SUBJECT TO INCENTIVE
AWARDS UNDER THE PLAN (INCLUDING SHARES THAT BECOME AVAILABLE FOR GRANT PURSUANT
TO SECTION 5.2) MAY NOT EXCEED, IN THE AGGREGATE 658,353 SHARES.
THE SHARES OF
COMMON STOCK TO BE DELIVERED UNDER THE PLAN
6
may consist, in whole or in part, of Common Stock held in treasury or authorized
but unissued shares of Common Stock, not reserved for any other purpose.
5.2.
CANCELED, TERMINATED OR FORFEITED AWARDS.
ANY
SHARES OF COMMON STOCK SUBJECT TO ANY PORTION OF AN INCENTIVE AWARD WHICH FOR
ANY REASON EXPIRES, OR IS CANCELED, TERMINATED, FORFEITED OR OTHERWISE SETTLED,
IN WHOLE OR IN PART, WITHOUT THE ISSUANCE OF SUCH SHARES OF COMMON STOCK, SHALL
AGAIN BE AVAILABLE FOR AWARD UNDER THE PLAN, SUBJECT TO THE MAXIMUM LIMITATION
SPECIFIED IN SECTION 5.1.
5.3.
ADJUSTMENT IN CAPITALIZATION.
THE NUMBER OF
SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE UPON EXERCISE OR SETTLEMENT OF
INCENTIVE AWARDS UNDER THE PLAN, THE NUMBER AND CLASS OF ANY OUTSTANDING
RESTRICTED STOCK UNITS, AND THE NUMBER, CLASS AND EXERCISE PRICE OF ANY
OUTSTANDING OPTIONS, MAY BE ADJUSTED BY THE BOARD, IN ITS SOLE DISCRETION, IF IT
SHALL DEEM SUCH AN ADJUSTMENT TO BE NECESSARY OR APPROPRIATE TO REFLECT ANY
COMMON STOCK DIVIDEND, STOCK SPLIT OR SHARE COMBINATION OR ANY RECAPITALIZATION,
MERGER, CONSOLIDATION, EXCHANGE OF SHARES, LIQUIDATION OR DISSOLUTION OF THE
COMPANY.
SECTION 6.
TERMS OF OPTIONS
6.1.
GRANT OF OPTIONS.
OPTIONS MAY BE GRANTED TO
PARTICIPANTS AT SUCH TIME OR TIMES AS SHALL BE DETERMINED BY THE BOARD.
EACH
OPTION GRANTED TO A PARTICIPANT SHALL BE EVIDENCED BY AN OPTION AGREEMENT THAT
SHALL SPECIFY THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE PURCHASED
PURSUANT TO SUCH OPTION, THE EXERCISE PRICE AT WHICH A SHARE OF COMMON STOCK MAY
BE PURCHASED PURSUANT TO SUCH OPTION, THE DURATION OF SUCH OPTION AND SUCH OTHER
TERMS AND CONDITIONS CONSISTENT WITH THE PLAN AS THE BOARD SHALL DETERMINE,
INCLUDING CUSTOMARY REPRESENTATIONS, WARRANTIES AND COVENANTS WITH RESPECT TO
SECURITIES LAW MATTERS.
UNLESS OTHERWISE DETERMINED BY THE BOARD, SUCH OPTION
AGREEMENT SHALL ALSO STATE THAT THE HOLDER THEREOF IS ENTITLED TO THE BENEFITS
OF AND SHALL BE BOUND BY THE OBLIGATIONS SET FORTH