OF SHARES OF STOCK OR UNITS TO BE SUBJECT
TO EACH AWARD;
(B)
TO DETERMINE THE TYPE OF AWARD GRANTED;
(C)
TO DETERMINE THE FAIR MARKET VALUE OF SHARES OF STOCK OR OTHER
PROPERTY;
(D)
TO DETERMINE THE TERMS, CONDITIONS AND RESTRICTIONS APPLICABLE TO
EACH AWARD (WHICH NEED NOT BE IDENTICAL) AND ANY SHARES ACQUIRED PURSUANT
THERETO, INCLUDING, WITHOUT LIMITATION, (I) THE EXERCISE OR PURCHASE PRICE OF
SHARES PURCHASED PURSUANT TO ANY AWARD, (II) THE METHOD OF PAYMENT FOR SHARES
PURCHASED PURSUANT TO ANY AWARD, (III) THE METHOD FOR SATISFACTION OF ANY TAX
WITHHOLDING OBLIGATION ARISING IN CONNECTION WITH AWARD, INCLUDING BY THE
WITHHOLDING OR DELIVERY OF SHARES OF STOCK, (IV) THE TIMING, TERMS AND
CONDITIONS OF THE EXERCISABILITY OR VESTING OF ANY AWARD OR ANY SHARES ACQUIRED
PURSUANT THERETO, (V) THE
6
Performance Award Formula and Performance Goals applicable to any Award and the
extent to which such Performance Goals have been attained, (vi) the time of the
expiration of any Award, (vii) the effect of the Participant's termination of
Service on any of the foregoing, and (viii) all other terms, conditions and
restrictions applicable to any Award or shares acquired pursuant thereto not
inconsistent with the terms of the Plan;
(E)
TO DETERMINE WHETHER AN AWARD OF SARS, PERFORMANCE SHARES OR
PERFORMANCE UNITS WILL BE SETTLED IN SHARES OF STOCK, CASH, OR IN ANY
COMBINATION THEREOF;
(F)
TO APPROVE ONE OR MORE FORMS OF AWARD AGREEMENT;
(G)
TO AMEND, MODIFY, EXTEND, CANCEL OR RENEW ANY AWARD OR TO WAIVE
ANY RESTRICTIONS OR CONDITIONS APPLICABLE TO ANY AWARD OR ANY SHARES ACQUIRED
PURSUANT THERETO;
(H)
TO ACCELERATE, CONTINUE, EXTEND OR DEFER THE EXERCISABILITY OR
VESTING OF ANY AWARD OR ANY SHARES ACQUIRED PURSUANT THERETO, INCLUDING WITH
RESPECT TO THE PERIOD FOLLOWING A PARTICIPANT'S TERMINATION OF SERVICE;
(I)
TO PRESCRIBE, AMEND OR RESCIND RULES, GUIDELINES AND POLICIES
RELATING TO THE PLAN, OR TO ADOPT SUB-PLANS OR SUPPLEMENTS TO, OR ALTERNATIVE
VERSIONS OF, THE PLAN, INCLUDING, WITHOUT LIMITATION, AS THE COMMITTEE DEEMS
NECESSARY OR DESIRABLE TO COMPLY WITH THE LAWS OF OR TO ACCOMMODATE THE LAWS,
REGULATIONS, TAX OR ACCOUNTING EFFECTIVENESS, ACCOUNTING PRINCIPLES OR CUSTOM
OF, FOREIGN JURISDICTIONS WHOSE CITIZENS MAY BE GRANTED AWARDS; AND
(J)
TO CORRECT ANY DEFECT, SUPPLY ANY OMISSION OR RECONCILE ANY
INCONSISTENCY IN THE PLAN OR ANY AWARD AGREEMENT AND TO MAKE ALL OTHER
DETERMINATIONS AND TAKE SUCH OTHER ACTIONS WITH RESPECT TO THE PLAN OR ANY AWARD
AS THE COMMITTEE MAY DEEM ADVISABLE TO THE EXTENT NOT INCONSISTENT WITH THE
PROVISIONS OF THE PLAN OR APPLICABLE LAW.
3.5
OPTION REPRICING.
WITHOUT THE AFFIRMATIVE VOTE OF HOLDERS OF A
MAJORITY OF THE SHARES OF STOCK CAST IN PERSON OR BY PROXY AT A MEETING OF THE
STOCKHOLDERS OF THE COMPANY AT WHICH A QUORUM REPRESENTING A MAJORITY OF ALL
OUTSTANDING SHARES OF STOCK IS PRESENT OR REPRESENTED BY PROXY, THE BOARD SHALL
NOT APPROVE A PROGRAM PROVIDING FOR EITHER (A) THE CANCELLATION OF OUTSTANDING
OPTIONS AND THE GRANT IN SUBSTITUTION THEREFORE OF NEW OPTIONS HAVING