WHOM AWARDS MAY BE GRANTED HEREUNDER;
(III)
TO DETERMINE THE NUMBER OF SHARES
OF COMMON STOCK TO BE COVERED BY EACH 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 OPTIONS OR STOCK PURCHASE RIGHTS MAY BE
EXERCISED OR RESTRICTED STOCK UNITS VEST (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 REDUCE THE EXERCISE PRICE OF ANY
OPTION OR STOCK PURCHASE RIGHT TO THE THEN CURRENT FAIR MARKET VALUE IF THE FAIR
MARKET VALUE OF THE COMMON STOCK COVERED BY SUCH AWARD SHALL HAVE DECLINED SINCE
THE DATE THE AWARD WAS GRANTED;
(VII)
TO INSTITUTE AN OPTION EXCHANGE
PROGRAM;
(VIII)
TO CONSTRUE AND INTERPRET THE TERMS OF
THE PLAN AND AWARDS GRANTED PURSUANT TO THE PLAN;
(IX)
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 QUALIFYING FOR PREFERRED
TAX TREATMENT UNDER FOREIGN TAX LAWS;
(X)
TO MODIFY OR AMEND EACH AWARD
(SUBJECT TO SECTION 17(C) OF THE PLAN), INCLUDING THE DISCRETIONARY AUTHORITY TO
EXTEND THE POST-TERMINATION EXERCISABILITY PERIOD OF OPTIONS LONGER THAN IS
OTHERWISE PROVIDED FOR IN THE PLAN;
(XI)
TO ALLOW PARTICIPANTS TO SATISFY
WITHHOLDING TAX OBLIGATIONS BY ELECTING TO HAVE THE COMPANY WITHHOLD FROM THE
SHARES TO BE ISSUED UPON EXERCISE OF AN AWARD THAT NUMBER OF SHARES HAVING A
FAIR MARKET VALUE EQUAL TO THE AMOUNT REQUIRED TO BE WITHHELD.
THE FAIR MARKET
VALUE OF THE SHARES TO BE WITHHELD SHALL BE DETERMINED ON THE DATE THAT THE
AMOUNT OF TAX TO BE WITHHELD IS TO BE DETERMINED.
ALL ELECTIONS BY A
PARTICIPANT TO HAVE SHARES WITHHELD FOR THIS PURPOSE SHALL BE MADE IN SUCH FORM
AND UNDER SUCH CONDITIONS AS THE ADMINISTRATOR MAY DEEM NECESSARY OR ADVISABLE;
(XII)
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;
(XIII)
TO MAKE ALL OTHER DETERMINATIONS
DEEMED NECESSARY OR ADVISABLE FOR ADMINISTERING THE PLAN.
5
(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, STOCK PURCHASE RIGHTS AND RESTRICTED STOCK UNITS MAY BE GRANTED TO
SERVICE PROVIDERS.
INCENTIVE STOCK OPTIONS MAY BE GRANTED ONLY TO EMPLOYEES.
6.
LIMITATIONS.
(A)
EACH OPTION SHALL BE DESIGNATED IN THE
AWARD AGREEMENT AS EITHER AN INCENTIVE STOCK OPTION OR A NONSTATUTORY STOCK
OPTION.
HOWEVER, NOTWITHSTANDING SUCH DESIGNATION, TO THE EXTENT THAT THE
AGGREGATE FAIR