Board determines otherwise.
"Subsidiary" means any corporation or other person, a majority of whose
outstanding voting securities or other equity interests is owned, directly or
indirectly, by the Company.
2.2
GENDER AND NUMBER.
EXCEPT WHEN OTHERWISE
INDICATED BY THE CONTEXT, WORDS IN THE MASCULINE GENDER USED IN THE PLAN SHALL
INCLUDE THE FEMININE GENDER, THE SINGULAR SHALL INCLUDE THE PLURAL, AND THE
PLURAL SHALL INCLUDE THE SINGULAR.
SECTION 3.
POWERS OF THE BOARD
3.1
POWER TO GRANT AND ESTABLISH TERMS OF
OPTIONS.
THE BOARD SHALL, SUBJECT TO THE TERMS OF THE PLAN, DETERMINE THE
PARTICIPANTS TO WHOM OPTIONS SHALL BE GRANTED AND THE TERMS AND CONDITIONS OF
SUCH OPTIONS; PROVIDED THAT NOTHING IN THE PLAN SHALL LIMIT THE RIGHT OF MEMBERS
OF THE BOARD WHO ARE EMPLOYEES TO RECEIVE OPTIONS HEREUNDER.
THE SELECTION OF
AN EMPLOYEE AS A PARTICIPANT SHALL NEITHER ENTITLE SUCH EMPLOYEE TO, NOR
DISQUALIFY SUCH EMPLOYEE FROM, PARTICIPATION IN ANY OTHER AWARD OR INCENTIVE
PLAN.
3.2
ADMINISTRATION.
THE BOARD SHALL BE
RESPONSIBLE FOR THE ADMINISTRATION OF THE PLAN.
ANY AUTHORITY EXERCISED BY THE
BOARD UNDER THE PLAN SHALL BE EXERCISED BY THE BOARD IN ITS SOLE DISCRETION.
THE BOARD, BY MAJORITY ACTION THEREOF, IS AUTHORIZED TO PRESCRIBE, AMEND AND
RESCIND RULES AND REGULATIONS RELATING TO THE ADMINISTRATION OF THE PLAN, TO
PROVIDE FOR CONDITIONS AND ASSURANCES DEEMED NECESSARY OR ADVISABLE TO PROTECT
THE INTERESTS OF THE COMPANY AND THE SUBSIDIARIES, AND TO MAKE ALL OTHER
DETERMINATIONS NECESSARY OR ADVISABLE FOR THE ADMINISTRATION AND INTERPRETATION
OF THE PLAN OR TO CARRY OUT ITS PROVISIONS AND PURPOSES.
DETERMINATIONS,
INTERPRETATIONS OR OTHER ACTIONS MADE OR TAKEN BY THE BOARD PURSUANT TO THE
PROVISIONS OF THE PLAN SHALL BE FINAL, BINDING AND CONCLUSIVE FOR ALL PURPOSES
AND UPON ALL PERSONS.
3.3
DELEGATION BY THE BOARD.
EXCEPT AS PROVIDED
IN AN OPTION AGREEMENT, ALL OF THE POWERS, DUTIES AND RESPONSIBILITIES OF THE
BOARD SPECIFIED IN THE PLAN MAY, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW,
BE EXERCISED AND PERFORMED BY THE COMMITTEE OR ANY OTHER DULY CONSTITUTED
COMMITTEE OF THE BOARD, IN ANY SUCH CASE, TO THE EXTENT AUTHORIZED BY THE BOARD
TO EXERCISE AND PERFORM SUCH POWERS, DUTIES AND RESPONSIBILITIES.
SECTION 4.
STOCK SUBJECT TO PLAN
4.1
NUMBER.
THE NUMBER OF SHARES OF COMMON
STOCK SUBJECT TO OPTIONS UNDER THE PLAN (INCLUDING SHARES THAT BECOME AVAILABLE
FOR GRANT PURSUANT TO SECTION 4.2) SHALL NOT EXCEED 1,085,450 SHARES OF COMMON
STOCK.
5
4.2
CANCELED, TERMINATED OR FORFEITED AWARDS.
ANY SHARE OF COMMON STOCK SUBJECT TO ANY OPTION WHICH FOR ANY REASON EXPIRES OR
IS CANCELED, TERMINATED, FORFEITED OR OTHERWISE SETTLED WITHOUT THE ISSUANCE OF
SUCH SHARE OF COMMON STOCK, SHALL AGAIN BE AVAILABLE FOR AWARD UNDER THE PLAN,
SUBJECT TO THE MAXIMUM LIMITATION SPECIFIED IN SECTION 4.1.
4.3
ADJUSTMENT IN CAPITALIZATION.
THE NUMBER,
CLASS AND EXERCISE PRICE OF ANY OUTSTANDING OPTIONS SHALL BE ADJUSTED BY THE
BOARD AS NECESSARY OR APPROPRIATE TO REFLECT ANY COMMON STOCK DIVIDEND, STOCK
SPLIT OR SHARE COMBINATION OR ANY RECAPITALIZATION, MERGER, CONSOLIDATION,
EXCHANGE OF SHARES,