DETERMINE THE FAIR MARKET VALUE;
(II)
TO SELECT THE SERVICE PROVIDERS TO WHOM AWARDS MAY BE GRANTED
HEREUNDER;
(III)
TO DETERMINE TERMS AND CONDITIONS, NOT INCONSISTENT WITH THE
TERMS OF THE PLAN, OF ANY AWARD GRANTED HEREUNDER;
(IV)
TO APPROVE FORMS OF AGREEMENT FOR USE UNDER THE PLAN;
(V)
TO DETERMINE THE TERMS AND CONDITIONS, NOT INCONSISTENT WITH THE
TERMS OF THE PLAN, OF ANY AWARD GRANTED HEREUNDER. SUCH TERMS AND CONDITIONS
INCLUDE, BUT ARE NOT LIMITED TO, THE EXERCISE PRICE, THE TIME OR TIMES WHEN
AWARDS MAY BE EXERCISED (WHICH MAY BE BASED ON PERFORMANCE CRITERIA), ANY
VESTING ACCELERATION OR WAIVER OF FORFEITURE RESTRICTIONS, AND ANY RESTRICTION
OR LIMITATION REGARDING ANY AWARD OR THE SHARES OF COMMON STOCK RELATING
THERETO, BASED IN EACH CASE ON SUCH FACTORS AS THE ADMINISTRATOR, IN ITS SOLE
DISCRETION, SHALL DETERMINE;
(VI)
TO CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND AWARDS GRANTED
PURSUANT TO THE PLAN;
(VII)
TO PRESCRIBE, AMEND AND RESCIND RULES AND REGULATIONS RELATING TO
THE PLAN, INCLUDING RULES AND REGULATIONS RELATING TO SUB-PLANS ESTABLISHED FOR
THE PURPOSE OF SATISFYING APPLICABLE FOREIGN LAWS;
(VIII)
TO MODIFY OR AMEND EACH AWARD (SUBJECT TO SECTION 20(C) OF THE
PLAN), INCLUDING THE DISCRETIONARY AUTHORITY TO EXTEND THE POST-TERMINATION
EXERCISABILITY PERIOD OF OPTIONS AND STOCK PURCHASE RIGHTS LONGER THAN IS
OTHERWISE PROVIDED FOR IN THE PLAN. NOTWITHSTANDING THE PREVIOUS SENTENCE, THE
ADMINISTRATOR MAY NOT MODIFY OR AMEND AN OPTION OR STOCK APPRECIATION RIGHT TO
REDUCE THE EXERCISE PRICE OF SUCH OPTION OR STOCK APPRECIATION RIGHT AFTER IT
HAS BEEN GRANTED (EXCEPT FOR ADJUSTMENTS MADE PURSUANT TO SECTION 15) NOR MAY
THE ADMINISTRATOR CANCEL ANY OUTSTANDING OPTION OR STOCK APPRECIATION RIGHT AND
6
REPLACE IT WITH A NEW OPTION OR STOCK APPRECIATION RIGHT WITH A LOWER EXERCISE
PRICE, UNLESS, IN EITHER CASE, SUCH ACTION IS APPROVED BY THE COMPANY'S
STOCKHOLDERS;
(IX)
TO DETERMINE WHETHER DIVIDEND EQUIVALENTS WILL BE GRANTED IN
CONNECTION WITH AN AWARD;
(X)
TO AUTHORIZE ANY PERSON TO EXECUTE ON BEHALF OF THE COMPANY ANY
INSTRUMENT REQUIRED TO EFFECT THE GRANT OF AN AWARD PREVIOUSLY GRANTED BY THE
ADMINISTRATOR;
(XI)
TO GRANT IN ADDITION TO THE INCENTIVES DESCRIBED IN SECTIONS 6,
7, 8, 9 AND 10 BELOW, OTHER INCENTIVES PAYABLE IN CASH OR SHARES UNDER THE PLAN
AS DETERMINED BY THE ADMINISTRATOR TO BE IN THE BEST INTERESTS OF THE COMPANY
AND SUBJECT TO ANY TERMS AND CONDITIONS THE ADMINISTRATOR DEEMS ADVISABLE; AND
(XII)
TO MAKE ALL OTHER DETERMINATIONS DEEMED NECESSARY OR ADVISABLE
FOR ADMINISTERING THE PLAN.
(C)
EFFECT OF ADMINISTRATOR'S DECISION. THE ADMINISTRATOR'S DECISIONS,
DETERMINATIONS AND INTERPRETATIONS SHALL BE FINAL AND BINDING ON ALL
PARTICIPANTS AND ANY OTHER HOLDERS OF AWARDS.
5.
ELIGIBILITY. NONSTATUTORY STOCK OPTIONS, RESTRICTED STOCK,
RESTRICTED STOCK UNITS, STOCK APPRECIATION RIGHTS, PERFORMANCE UNITS,
PERFORMANCE SHARES, DIVIDEND EQUIVALENTS AND SUCH STOCK AWARDS AS THE
ADMINISTRATOR DETERMINES MAY BE GRANTED TO SERVICE PROVIDERS. INCENTIVE STOCK
OPTIONS MAY BE GRANTED ONLY TO EMPLOYEES OF THE COMPANY OR ANY PARENT OR
SUBSIDIARY OF THE COMPANY.
6.
OPTIONS.
(A)
LIMITATIONS.
(I)
EACH OPTION