TO THE CODE, SHALL OTHERWISE HAVE SOLE AND ABSOLUTE AND FINAL AUTHORITY
TO INTERPRET THE PLAN AND TO MAKE ALL DETERMINATIONS SPECIFIED IN OR PERMITTED
BY THE PLAN OR DEEMED NECESSARY OR DESIRABLE FOR ITS ADMINISTRATION OR FOR THE
CONDUCT OF THE COMMITTEE'S BUSINESS, INCLUDING, WITHOUT LIMITATION, THE
AUTHORITY TO TAKE THE FOLLOWING ACTIONS:
(I)
TO INTERPRET AND ADMINISTER THE PLAN AND
TO APPLY ITS PROVISIONS;
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(II)
TO ADOPT, AMEND OR RESCIND RULES,
PROCEDURES AND FORMS RELATING TO THE PLAN;
(III)
TO AUTHORIZE ANY PERSON TO EXECUTE, ON
BEHALF OF THE COMPANY, ANY INSTRUMENT REQUIRED TO CARRY OUT THE PURPOSES OF THE
PLAN;
(IV)
TO DETERMINE WHEN AWARDS ARE TO BE GRANTED
UNDER THE PLAN;
(V)
TO SELECT THE EMPLOYEES AND PARTICIPANTS TO
WHOM AWARDS MAY BE AWARDED FROM TIME TO TIME;
(VI)
TO DETERMINE THE TYPE OR TYPES OF AWARD TO BE
GRANTED TO EACH PARTICIPANT HEREUNDER;
(VII)
TO DETERMINE THE POTENTIAL CASH BONUS TO BE MADE
SUBJECT TO EACH AWARD;
(VIII)
TO PRESCRIBE THE TERMS, CONDITIONS AND
RESTRICTIONS, NOT INCONSISTENT WITH THE PROVISIONS OF THE PLAN, OF ANY AWARD
GRANTED HEREUNDER;
(IX)
TO DETERMINE WHETHER, TO WHAT EXTENT, AND
UNDER WHAT CIRCUMSTANCES AWARDS MAY BE SETTLED IN CASH, REDUCED, VARIED,
CANCELED OR SUSPENDED;
(X)
TO DETERMINE WHETHER, TO WHAT EXTENT AND
UNDER WHAT CIRCUMSTANCES PAYMENT OF CASH WITH RESPECT TO AN AWARD MADE UNDER THE
PLAN SHALL BE DEFERRED EITHER AUTOMATICALLY OR AT THE ELECTION OF THE
PARTICIPANT;
(XI)
TO AMEND OR MODIFY ANY OUTSTANDING AWARDS,
IN ITS DISCRETION, IN ACCORDANCE WITH SECTION 5(F);
(XII)
TO ESTABLISH AND INTERPRET PERFORMANCE GOALS
AND THE SPECIFIC PERFORMANCE FACTORS AND TARGETS IN RELATION TO THE PERFORMANCE
GOALS IN CONNECTION WITH ANY AWARD OF AN ANNUAL PERFORMANCE BONUS; PROVIDED THAT
IN ANY CASE, THE PERFORMANCE GOALS MAY BE BASED ON EITHER A SINGLE PERIOD OR
CUMULATIVE RESULTS, AGGREGATE OR PER-SHARE DATA OR RESULTS COMPUTED
INDEPENDENTLY OR WITH RESPECT TO A PEER GROUP;
(XIII)
EVALUATE THE LEVEL OF PERFORMANCE OVER A
PERFORMANCE PERIOD AND CERTIFY THE LEVEL OF PERFORMANCE ATTAINED WITH RESPECT TO
PERFORMANCE GOALS AND SPECIFIC PERFORMANCE FACTORS AND TARGETS RELATED TO
PERFORMANCE GOALS;
(XIV)
WAIVE OR AMEND ANY TERMS, CONDITIONS, RESTRICTIONS
OR LIMITATIONS ON AN AWARD, EXCEPT THAT (A) THIS SUBSECTION 3(B)(XIV) SHALL NOT
APPLY TO AN ANNUAL PERFORMANCE BONUS AWARD HELD BY A COVERED EMPLOYEE, AND (B)
THE TERMS AND CONDITIONS OF AWARDS TO AN EMPLOYEE WHO IS SUBJECT TO THE
REPORTING REQUIREMENTS OF SECTION 16(A) OF THE EXCHANGE ACT CANNOT BE MODIFIED,
AMENDED, OR WAIVED OTHER THAN ON ACCOUNT OF DEATH, DISABILITY, RETIREMENT, A
CHANGE IN CONTROL, OR A TERMINATION OF EMPLOYMENT IN CONNECTION WITH A BUSINESS
TRANSFER;
(XV)
APPOINT SUCH AGENTS AS IT SHALL DEEM APPROPRIATE
FOR PROPER ADMINISTRATION OF THE PLAN; AND
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(XVI)
TO TAKE ANY OTHER ACTIONS DEEMED NECESSARY OR
ADVISABLE FOR THE ADMINISTRATION OF THE PLAN.
The Committee may, in its sole and absolute discretion, and subject to the
provisions of the Plan, from time to time delegate any or all