SHALL HAVE DECLINED SINCE THE DATE THE OPTION WAS GRANTED;
(VIII)
TO INSTITUTE AN OPTION EXCHANGE PROGRAM;
(IX)
TO CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND AWARDS
GRANTED PURSUANT TO THE PLAN;
(X)
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;
(XI)
TO MODIFY OR AMEND EACH OPTION (SUBJECT TO SECTION 14(B) 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;
(XII)
TO AUTHORIZE ANY PERSON TO EXECUTE ON BEHALF OF THE COMPANY ANY
INSTRUMENT REQUIRED TO EFFECT THE GRANT OF AN OPTION PREVIOUSLY GRANTED BY THE
ADMINISTRATOR;
(XIII)
TO DETERMINE THE TERMS AND RESTRICTIONS APPLICABLE TO OPTIONS;
(XIV)
TO ALLOW OPTIONEES TO SATISFY WITHHOLDING TAX OBLIGATIONS BY
ELECTING TO HAVE THE COMPANY WITHHOLD FROM THE SHARES TO BE ISSUED UPON EXERCISE
OF AN OPTION 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 AN OPTIONEE 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; AND
(XV)
TO MAKE ALL OTHER DETERMINATIONS DEEMED NECESSARY OR ADVISABLE FOR
ADMINISTERING THE PLAN.
(C)
EFFECT OF ADMINISTRATOR'S DECISION.
THE ADMINISTRATOR'S
DECISIONS, DETERMINATIONS AND INTERPRETATIONS SHALL BE FINAL AND BINDING ON ALL
OPTIONEES AND ANY OTHER HOLDERS OF OPTIONS.
5.
ELIGIBILITY.
OPTIONS MAY BE GRANTED TO SERVICE PROVIDERS;
PROVIDED, HOWEVER, THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THE PLAN, OPTIONS MAY NOT BE GRANTED TO OFFICERS AND DIRECTORS, EXCEPT IN
CONNECTION WITH AN OFFICER'S INITIAL SERVICE TO THE COMPANY.
6.
LIMITATION.
NEITHER THE PLAN NOR ANY OPTION SHALL CONFER UPON AN
OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUING THE OPTIONEE'S RELATIONSHIP AS A
SERVICE PROVIDER WITH THE COMPANY, NOR SHALL THEY INTERFERE IN ANY WAY WITH THE
OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE SUCH RELATIONSHIP AT ANY
TIME, WITH OR WITHOUT CAUSE.
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7.
TERM OF PLAN.
THE PLAN SHALL BECOME EFFECTIVE UPON ITS ADOPTION
BY THE BOARD.
IT SHALL CONTINUE IN EFFECT FOR TEN (10) YEARS, UNLESS SOONER
TERMINATED UNDER SECTION 14 OF THE PLAN.
8.
TERM OF OPTION.
THE TERM OF EACH OPTION SHALL BE STATED IN THE
OPTION AGREEMENT.
9.
OPTION EXERCISE PRICE AND CONSIDERATION.
(A)
EXERCISE PRICE.
THE PER SHARE EXERCISE PRICE FOR THE SHARES TO BE
ISSUED PURSUANT TO EXERCISE OF AN OPTION SHALL BE DETERMINED BY THE
ADMINISTRATOR.
(B)
WAITING PERIOD AND EXERCISE DATES.
AT THE TIME AN OPTION IS
GRANTED, THE ADMINISTRATOR SHALL FIX THE PERIOD WITHIN WHICH THE OPTION MAY BE
EXERCISED AND SHALL DETERMINE ANY CONDITIONS WHICH MUST BE SATISFIED BEFORE THE
OPTION MAY