SECTION 3(C), SUBJECT TO ADJUSTMENT PROVIDED IN SECTION 14,
THE MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED UPON THE EXERCISE OF INCENTIVE
STOCK OPTIONS WILL EQUAL THE AGGREGATE SHARE NUMBER STATED IN SECTION 3(A),
PLUS, TO THE EXTENT ALLOWABLE UNDER SECTION 422 OF THE CODE, ANY SHARES THAT
BECOME AVAILABLE FOR ISSUANCE UNDER THE PLAN UNDER THIS SECTION 3(C).
(D)
SHARE RESERVE.
THE COMPANY, DURING THE TERM OF THIS PLAN, WILL AT
ALL TIMES RESERVE AND KEEP AVAILABLE SUCH NUMBER OF SHARES AS WILL BE SUFFICIENT
TO SATISFY THE REQUIREMENTS OF THE PLAN.
4.
ADMINISTRATION OF THE PLAN.
(A)
PROCEDURE.
(I)
MULTIPLE ADMINISTRATIVE BODIES.
DIFFERENT COMMITTEES WITH
RESPECT TO DIFFERENT GROUPS OF SERVICE PROVIDERS MAY ADMINISTER THE PLAN.
6
(II)
SECTION 162(M).
TO THE EXTENT THAT THE ADMINISTRATOR DETERMINES
IT TO BE DESIRABLE TO QUALIFY AWARDS GRANTED HEREUNDER AS "PERFORMANCE-BASED
COMPENSATION" WITHIN THE MEANING OF SECTION 162(M) OF THE CODE, THE PLAN WILL BE
ADMINISTERED BY A COMMITTEE OF TWO (2) OR MORE "OUTSIDE DIRECTORS" WITHIN THE
MEANING OF SECTION 162(M) OF THE CODE.
(III)
RULE 16B-3.
TO THE EXTENT DESIRABLE TO QUALIFY TRANSACTIONS
HEREUNDER AS EXEMPT UNDER RULE 16B-3, THE TRANSACTIONS CONTEMPLATED HEREUNDER
WILL BE STRUCTURED TO SATISFY THE REQUIREMENTS FOR EXEMPTION UNDER RULE 16B-3.
(IV)
OTHER ADMINISTRATION.
OTHER THAN AS PROVIDED ABOVE, THE PLAN WILL
BE ADMINISTERED BY (A) THE BOARD OR (B) A COMMITTEE, WHICH COMMITTEE WILL BE
CONSTITUTED TO SATISFY APPLICABLE LAWS.
(B)
POWERS OF THE ADMINISTRATOR.
SUBJECT TO THE PROVISIONS OF THE
PLAN, AND IN THE CASE OF A COMMITTEE, SUBJECT TO THE SPECIFIC DUTIES DELEGATED
BY THE BOARD TO SUCH COMMITTEE, THE ADMINISTRATOR WILL HAVE THE AUTHORITY, IN
ITS DISCRETION:
(I)
TO DETERMINE THE FAIR MARKET VALUE;
(II)
TO SELECT THE SERVICE PROVIDERS TO WHOM AWARDS MAY BE GRANTED
HEREUNDER;
(III)
TO DETERMINE THE TERMS AND CONDITIONS, NOT INCONSISTENT WITH THE
TERMS OF THE PLAN, OF ANY AWARD GRANTED HEREUNDER;
(IV)
TO DETERMINE THE TERMS AND CONDITIONS OF ANY, AND WITH THE
APPROVAL OF THE COMPANY'S STOCKHOLDERS, TO INSTITUTE AN EXCHANGE PROGRAM;
(V)
TO CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND AWARDS GRANTED
PURSUANT TO THE PLAN;
(VI)
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;
(VII)
TO MODIFY OR AMEND EACH AWARD (SUBJECT TO SECTION 19(C) OF THE
PLAN).
NOTWITHSTANDING THE PREVIOUS SENTENCE, THE ADMINISTRATOR MAY NOT,
WITHOUT THE APPROVAL OF THE COMPANY'S STOCKHOLDERS: (A) 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 14), OR (B) CANCEL ANY OUTSTANDING OPTION OR STOCK
APPRECIATION RIGHT AND IMMEDIATELY REPLACE IT WITH A NEW OPTION OR STOCK
APPRECIATION RIGHT WITH A LOWER EXERCISE PRICE;
(VIII)
TO AUTHORIZE ANY PERSON TO EXECUTE ON BEHALF OF THE COMPANY ANY
INSTRUMENT REQUIRED TO EFFECT THE GRANT OF AN AWARD PREVIOUSLY