COMMITTEE'S SOLE DISCRETION, BE GRANTED IN THE
FORM OF OPTIONS PURSUANT TO SECTION 6, SARS PURSUANT TO SECTION 7, RESTRICTED
STOCK AWARDS PURSUANT TO SECTION 8, RESTRICTED STOCK UNIT AWARDS PURSUANT TO
SECTION 9, PERFORMANCE AWARDS PURSUANT TO SECTION 10, DEFERRED STOCK AWARDS
PURSUANT TO SECTION 11, OTHER STOCK-BASED AWARDS PURSUANT TO SECTION 12,
DEFERRED COMPENSATION AWARDS PURSUANT TO SECTION 13, OR ANY COMBINATION THEREOF.
ALL AWARDS SHALL BE SUBJECT TO THE TERMS, CONDITIONS, RESTRICTIONS AND
LIMITATIONS OF THE PLAN. THE COMMITTEE MAY, IN ITS SOLE JUDGMENT, SUBJECT AN
AWARD AT ANY TIME TO SUCH OTHER TERMS, CONDITIONS, RESTRICTIONS AND/OR
LIMITATIONS, (INCLUDING, BUT NOT LIMITED TO, THE TIME AND CONDITIONS OF EXERCISE
AND RESTRICTIONS ON TRANSFERABILITY AND VESTING), PROVIDED THEY ARE NOT
INCONSISTENT WITH THE TERMS OF THE PLAN. AWARDS UNDER A PARTICULAR SECTION OF
THE PLAN NEED NOT BE UNIFORM AND AWARDS UNDER TWO OR MORE SECTIONS MAY BE
COMBINED INTO A SINGLE AWARD AGREEMENT. ANY COMBINATION OF AWARDS MAY BE GRANTED
AT ONE TIME AND ON MORE THAN ONE OCCASION TO THE SAME PARTICIPANT.
(B)
IN ORDER TO FACILITATE THE MAKING OF ANY AWARD TO PARTICIPANTS WHO
ARE EMPLOYED OR RETAINED BY THE COMPANY OUTSIDE THE UNITED STATES AS EMPLOYEES,
DIRECTORS OR CONSULTANTS (OR WHO ARE FOREIGN NATIONALS TEMPORARILY WITHIN THE
UNITED STATES), THE COMMITTEE MAY PROVIDE FOR SUCH MODIFICATIONS AND ADDITIONAL
TERMS AND CONDITIONS ("SPECIAL TERMS") IN AWARDS AS THE COMMITTEE MAY CONSIDER
NECESSARY OR APPROPRIATE TO ACCOMMODATE DIFFERENCES IN LOCAL LAW, POLICY OR
CUSTOM OR TO FACILITATE ADMINISTRATION OF THE PLAN. THE SPECIAL TERMS MAY
PROVIDE THAT THE GRANT OF AN AWARD IS SUBJECT TO (1) APPLICABLE GOVERNMENTAL OR
REGULATORY APPROVAL OR OTHER COMPLIANCE WITH LOCAL LEGAL REQUIREMENTS AND/OR
(2) THE EXECUTION BY THE PARTICIPANT OF A WRITTEN INSTRUMENT IN THE FORM
SPECIFIED BY THE COMMITTEE, AND THAT IN THE EVENT SUCH CONDITIONS ARE NOT
SATISFIED, THE GRANT SHALL BE VOID.
THE COMMITTEE MAY ADOPT OR APPROVE
SUB-PLANS, APPENDICES OR SUPPLEMENTS TO, OR AMENDMENTS, RESTATEMENTS, OR
ALTERNATIVE VERSIONS OF, THE PLAN AS IT MAY CONSIDER NECESSARY OR APPROPRIATE
FOR PURPOSES OF IMPLEMENTING ANY SPECIAL TERMS, WITHOUT THEREBY AFFECTING THE
TERMS OF THE PLAN AS IN EFFECT FOR ANY OTHER PURPOSE; PROVIDED, HOWEVER, NO SUCH
SUB-PLANS, APPENDICES OR SUPPLEMENTS TO, OR AMENDMENTS, RESTATEMENTS, OR
ALTERNATIVE VERSIONS OF, THE PLAN SHALL: (I) INCREASE THE NUMBER OF AVAILABLE
SHARES UNDER SECTION 4; (II) CAUSE THE PLAN TO CEASE TO SATISFY ANY CONDITIONS
OF RULE 16B-3 UNDER THE EXCHANGE ACT OR, WITH RESPECT TO COVERED EMPLOYEES,
SECTION 162(M) OF THE CODE; OR (III) REVOKE, REMOVE OR REDUCE ANY VESTED RIGHT
OF A PARTICIPANT WITHOUT THE PRIOR WRITTEN CONSENT OF SUCH PARTICIPANT.
(C)
UNLESS OTHERWISE SPECIFICALLY DETERMINED BY THE COMMITTEE, ALL
AWARDS AND PAYMENTS PURSUANT TO SUCH AWARDS SHALL BE DETERMINED IN U.S.
CURRENCY. THE COMMITTEE SHALL DETERMINE, IN ITS DISCRETION, WHETHER AND TO THE
EXTENT ANY PAYMENTS MADE PURSUANT TO AN AWARD SHALL BE MADE IN LOCAL CURRENCY,
AS OPPOSED TO U.S. DOLLARS. IN THE EVENT PAYMENTS ARE MADE IN