(IF ANY), ANY
RESTRICTION OR LIMITATION, ANY VESTING SCHEDULE OR ACCELERATION THEREOF, OR ANY
FORFEITURE RESTRICTIONS OR WAIVER THEREOF, REGARDING ANY AWARD AND THE SHARES OF
COMMON STOCK RELATING THERETO, BASED ON SUCH FACTORS, IF ANY, AS THE COMMITTEE
SHALL DETERMINE, IN ITS SOLE DISCRETION);
(E)
TO DETERMINE WHETHER, TO WHAT EXTENT AND UNDER
WHAT CIRCUMSTANCES GRANTS OF OPTIONS AND OTHER AWARDS UNDER THIS PLAN ARE TO
OPERATE ON A TANDEM BASIS AND/OR IN CONJUNCTION WITH OR APART FROM OTHER AWARDS
MADE BY THE COMPANY OUTSIDE OF THIS PLAN;
(F)
TO DETERMINE WHETHER AND UNDER WHAT
CIRCUMSTANCES A STOCK OPTION MAY BE SETTLED IN CASH, COMMON STOCK AND/OR
RESTRICTED STOCK UNDER SECTION 6.3(D);
(G)
TO DETERMINE WHETHER, TO WHAT EXTENT AND UNDER
WHAT CIRCUMSTANCES COMMON STOCK AND OTHER AMOUNTS PAYABLE WITH RESPECT TO AN
AWARD UNDER THIS PLAN SHALL BE DEFERRED EITHER AUTOMATICALLY OR AT THE ELECTION
OF THE PARTICIPANT IN ANY CASE, SUBJECT TO, AND IN ACCORDANCE WITH, SECTION 409A
OF THE CODE;
(H)
TO DETERMINE WHETHER A STOCK OPTION IS AN
INCENTIVE STOCK OPTION OR NON-QUALIFIED STOCK OPTION;
(I)
TO DETERMINE WHETHER TO REQUIRE A PARTICIPANT,
AS A CONDITION OF THE GRANTING OF ANY AWARD, TO NOT SELL OR OTHERWISE DISPOSE OF
SHARES ACQUIRED PURSUANT TO THE EXERCISE OF AN AWARD FOR A PERIOD OF TIME AS
DETERMINED BY THE COMMITTEE, IN ITS SOLE DISCRETION, FOLLOWING THE DATE OF THE
ACQUISITION OF SUCH AWARD; AND
3.3
GUIDELINES. SUBJECT TO ARTICLE XV HEREOF, THE COMMITTEE SHALL, IN
ITS SOLE DISCRETION, HAVE THE AUTHORITY TO ADOPT, ALTER AND REPEAL SUCH
ADMINISTRATIVE RULES, GUIDELINES AND PRACTICES GOVERNING THIS PLAN AND PERFORM
ALL ACTS, INCLUDING THE DELEGATION OF ITS RESPONSIBILITIES (TO THE EXTENT
PERMITTED BY APPLICABLE LAW AND APPLICABLE STOCK EXCHANGE RULES), AS IT SHALL,
FROM TIME TO TIME, DEEM ADVISABLE; TO CONSTRUE AND INTERPRET THE TERMS AND
PROVISIONS OF THIS PLAN AND ANY AWARD ISSUED UNDER THIS PLAN (AND ANY AGREEMENTS
RELATING THERETO); AND TO OTHERWISE SUPERVISE THE ADMINISTRATION OF THIS PLAN.
THE COMMITTEE MAY, IN ITS SOLE DISCRETION, CORRECT ANY DEFECT, SUPPLY ANY
OMISSION OR RECONCILE ANY INCONSISTENCY IN THIS PLAN OR IN ANY AGREEMENT
RELATING THERETO IN THE MANNER AND TO THE EXTENT IT SHALL DEEM NECESSARY TO
EFFECTUATE THE PURPOSE AND INTENT OF THIS PLAN. THE COMMITTEE MAY, IN ITS SOLE
DISCRETION, ADOPT SPECIAL GUIDELINES AND
8
PROVISIONS FOR PERSONS WHO ARE RESIDING IN OR EMPLOYED IN, OR SUBJECT TO, THE
TAXES OF, ANY DOMESTIC OR FOREIGN JURISDICTIONS TO COMPLY WITH APPLICABLE TAX
AND SECURITIES LAWS OF SUCH DOMESTIC OR FOREIGN JURISDICTIONS. THIS PLAN IS
INTENDED TO COMPLY WITH THE APPLICABLE REQUIREMENTS OF RULE 16B-3 AND WITH
RESPECT TO AWARDS INTENDED TO BE "PERFORMANCE-BASED," THE APPLICABLE PROVISIONS
OF SECTION 162(M) OF THE CODE, AND THIS PLAN SHALL BE LIMITED, CONSTRUED AND
INTERPRETED IN A MANNER SO AS TO COMPLY THEREWITH.
3.4
DECISIONS FINAL. ANY DECISION, INTERPRETATION OR OTHER ACTION MADE
OR TAKEN IN GOOD FAITH BY OR AT THE DIRECTION OF THE COMPANY, THE BOARD OR THE