WHICH THE SHARES MAY BE
TRADED OR QUOTED, AND REFERENCES HEREIN (AND IN ANY AWARD AGREEMENT) TO THE
BOARD SHALL BE DEEMED TO REFER TO SUCH COMMITTEE, AS APPROPRIATE.
(B)
AUTHORITY OF BOARD.
EXCEPT AS OTHERWISE PROVIDED IN AN APPLICABLE AWARD
AGREEMENT, SUBJECT TO THE TERMS OF THE PLAN AND APPLICABLE LAW, AND IN ADDITION
TO OTHER EXPRESS POWERS AND AUTHORIZATIONS CONFERRED ON THE BOARD BY THE PLAN,
THE BOARD SHALL HAVE SOLE AND PLENARY AUTHORITY TO ADMINISTER THE PLAN,
INCLUDING, BUT NOT LIMITED TO, THE AUTHORITY TO (I) DESIGNATE PARTICIPANTS,
(II) DETERMINE THE TYPE OR TYPES OF AWARDS TO BE GRANTED TO A PARTICIPANT,
(III) DETERMINE THE NUMBER OF SHARES TO BE COVERED BY, OR WITH RESPECT TO WHICH
PAYMENTS, RIGHTS OR OTHER MATTERS ARE TO BE CALCULATED IN CONNECTION WITH,
AWARDS, (IV) DETERMINE THE TERMS AND CONDITIONS OF ANY AWARDS, (V) DETERMINE THE
VESTING SCHEDULES OF AWARDS AND, IF CERTAIN PERFORMANCE CRITERIA MUST BE
ATTAINED IN ORDER FOR AN AWARD TO VEST OR BE SETTLED OR PAID, ESTABLISH SUCH
PERFORMANCE CRITERIA AND CERTIFY WHETHER, AND TO WHAT EXTENT, SUCH PERFORMANCE
CRITERIA HAVE BEEN ATTAINED, (VI) DETERMINE WHETHER, TO WHAT EXTENT AND UNDER
WHAT CIRCUMSTANCES AWARDS MAY BE SETTLED OR EXERCISED IN CASH, SHARES, OTHER
SECURITIES, OTHER AWARDS OR OTHER PROPERTY, OR CANCELED, FORFEITED OR SUSPENDED
AND THE METHOD OR METHODS BY WHICH AWARDS MAY BE SETTLED, EXERCISED, CANCELED,
FORFEITED OR SUSPENDED, (VII) DETERMINE WHETHER, TO WHAT EXTENT AND UNDER WHAT
CIRCUMSTANCES CASH, SHARES, OTHER SECURITIES, OTHER AWARDS, OTHER PROPERTY AND
OTHER AMOUNTS PAYABLE WITH RESPECT TO AN AWARD SHALL BE DEFERRED EITHER
AUTOMATICALLY OR AT THE ELECTION OF THE HOLDER THEREOF OR OF THE BOARD,
(VIII) INTERPRET, ADMINISTER, RECONCILE ANY INCONSISTENCY IN, CORRECT ANY
DEFAULT IN AND SUPPLY ANY OMISSION IN, THE PLAN AND ANY INSTRUMENT OR AGREEMENT
RELATING TO, OR AWARD MADE UNDER, THE PLAN, (IX) ESTABLISH, AMEND, SUSPEND OR
WAIVE SUCH RULES AND REGULATIONS AND APPOINT SUCH AGENTS AS IT SHALL DEEM
APPROPRIATE FOR THE PROPER ADMINISTRATION OF THE PLAN, (X) ACCELERATE THE
VESTING OR EXERCISABILITY OF, PAYMENT FOR OR LAPSE OF RESTRICTIONS ON, AWARDS,
(XI) AMEND AN OUTSTANDING AWARD OR GRANT A REPLACEMENT AWARD FOR AN AWARD
PREVIOUSLY GRANTED UNDER THE PLAN IF, IN ITS SOLE DISCRETION, THE BOARD
DETERMINES THAT (A) THE TAX CONSEQUENCES OF SUCH AWARD TO THE COMPANY OR THE
PARTICIPANT DIFFER FROM THOSE CONSEQUENCES THAT WERE EXPECTED TO OCCUR ON THE
DATE THE AWARD WAS GRANTED OR (B) CLARIFICATIONS OR INTERPRETATIONS OF, OR
CHANGES TO, TAX LAW OR REGULATIONS PERMIT AWARDS TO BE GRANTED THAT
3
HAVE MORE FAVORABLE TAX CONSEQUENCES THAN INITIALLY ANTICIPATED AND (XII) MAKE
ANY OTHER DETERMINATION AND TAKE ANY OTHER ACTION THAT THE BOARD DEEMS NECESSARY
OR DESIRABLE FOR THE ADMINISTRATION OF THE PLAN.
(C)
BOARD DECISIONS.
UNLESS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN OR
APPLICABLE AWARD AGREEMENT, ALL DESIGNATIONS, DETERMINATIONS, INTERPRETATIONS
AND OTHER DECISIONS UNDER OR WITH RESPECT TO THE PLAN OR ANY AWARD SHALL BE
WITHIN THE SOLE AND PLENARY DISCRETION OF THE BOARD,