THE PROVISIONS OF THE PLAN AS MAY FROM TIME TO TIME BE ISSUED
OR ADOPTED BY THE BOARD, TO GRANT AWARDS TO PARTICIPANTS, PURSUANT TO THE
PROVISIONS OF THE PLAN. THE COMMITTEE SHALL ALSO INTERPRET THE PROVISIONS OF THE
PLAN AND ANY AWARD ISSUED UNDER THE PLAN (AND ANY AGREEMENTS RELATING THERETO)
AND SUPERVISE THE ADMINISTRATION OF THE PLAN.
(B)
THE COMMITTEE SHALL: (I) SELECT THE PARTICIPANTS TO WHOM AWARDS
MAY FROM TIME TO TIME BE GRANTED HEREUNDER; (II) DETERMINE WHETHER INCENTIVE
STOCK OPTIONS, NONQUALIFIED STOCK OPTIONS, STOCK APPRECIATION RIGHTS, RESTRICTED
STOCK, DEFERRED STOCK AWARDS, RESTRICTED STOCK UNITS, PERFORMANCE SHARES,
PERFORMANCE UNITS, OTHER STOCK-BASED AWARDS, OR DEFERRED COMPENSATION AWARDS, OR
A COMBINATION OF THE FOREGOING, ARE TO BE GRANTED HEREUNDER; (III) DETERMINE THE
NUMBER OF SHARES OF STOCK TO BE COVERED BY EACH AWARD GRANTED HEREUNDER; (IV)
DETERMINE THE TERMS, CONDITIONS AND RESTRICTIONS APPLICABLE TO EACH AWARD (WHICH
NEED NOT BE IDENTICAL) AND ANY SHARES ACQUIRED PURSUANT THERETO, INCLUDING,
WITHOUT LIMITATION, (A) THE EXERCISE OR PURCHASE PRICE OF STOCK PURCHASED
PURSUANT TO ANY AWARD, (B) THE METHOD OF PAYMENT FOR STOCK PURCHASED PURSUANT TO
ANY AWARD, (C) THE METHOD FOR SATISFACTION OF ANY TAX WITHHOLDING OBLIGATION
ARISING IN CONNECTION WITH ANY AWARD, INCLUDING BY THE WITHHOLDING OR DELIVERY
OF SHARES OF STOCK, (D) THE TIMING, TERMS AND CONDITIONS OF THE EXERCISABILITY
OR VESTING OF ANY AWARD OR ANY SHARES ACQUIRED PURSUANT THERETO, (E) THE
PERFORMANCE AWARD FORMULA AND PERFORMANCE GOALS APPLICABLE TO ANY AWARD AND THE
EXTENT TO WHICH SUCH PERFORMANCE GOALS HAVE BEEN ATTAINED, (F) THE TIME OF THE
EXPIRATION OF ANY AWARD, (G) THE EFFECT OF THE PARTICIPANT'S TERMINATION OF
SERVICE ON ANY OF THE FOREGOING, AND (H) ALL OTHER TERMS, CONDITIONS AND
RESTRICTIONS APPLICABLE TO ANY AWARD OR STOCK ACQUIRED PURSUANT THERETO NOT
INCONSISTENT WITH THE TERMS OF THE PLAN; (V) DETERMINE WHETHER, TO WHAT EXTENT
AND UNDER WHAT CIRCUMSTANCES AWARDS MAY BE SETTLED IN CASH; (VI) DETERMINE
WHETHER, TO WHAT EXTENT, AND UNDER WHAT CIRCUMSTANCES STOCK AND OTHER AMOUNTS
PAYABLE WITH RESPECT TO AN AWARD UNDER THIS PLAN SHALL BE DEFERRED EITHER
AUTOMATICALLY OR AT THE ELECTION OF THE PARTICIPANT; AND (VII) DETERMINE
WHETHER, TO WHAT EXTENT, AND UNDER WHAT CIRCUMSTANCES OPTION GRANTS AND/OR OTHER
AWARDS UNDER THE PLAN ARE TO BE MADE, AND OPERATE, ON A TANDEM BASIS.
(C)
THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER OR ANY
OTHER OFFICER DESIGNATED BY THE COMMITTEE SHALL HAVE THE AUTHORITY TO ACT ON
BEHALF OF THE COMPANY WITH RESPECT TO ANY MATTER, RIGHT, OBLIGATION,
DETERMINATION OR ELECTION WHICH IS THE RESPONSIBILITY OF OR WHICH IS ALLOCATED
TO THE COMPANY HEREIN. THE BOARD OR THE COMMITTEE MAY, IN ITS DISCRETION,
DELEGATE TO A COMMITTEE COMPRISED OF ONE OR MORE OFFICERS THE AUTHORITY TO GRANT
ONE OR MORE AWARDS, WITHOUT FURTHER APPROVAL OF THE BOARD OR THE COMMITTEE, TO
ANY EMPLOYEE, OTHER THAN A PERSON WHO, AT THE TIME OF SUCH GRANT, IS AN INSIDER;
PROVIDED, HOWEVER, THAT (I) SUCH AWARDS SHALL NOT BE GRANTED FOR SHARES