REDUCING THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN.
NOTWITHSTANDING THE FOREGOING AND, SUBJECT TO ADJUSTMENT PROVIDED IN SECTION 15,
THE MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED UPON THE EXERCISE OF INCENTIVE
STOCK OPTIONS WILL EQUAL THE AGGREGATE SHARE NUMBER STATED IN SECTION 3(A),
PLUS, TO THE EXTENT ALLOWABLE UNDER CODE SECTION 422, ANY SHARES THAT BECOME
AVAILABLE FOR ISSUANCE UNDER THE PLAN UNDER THIS SECTION 3(B).
(D)
SHARE RESERVE.
THE COMPANY, DURING THE TERM OF THIS PLAN, WILL AT
ALL TIMES RESERVE AND KEEP AVAILABLE SUCH NUMBER OF SHARES AS WILL BE SUFFICIENT
TO SATISFY THE REQUIREMENTS OF THE PLAN.
4.
ADMINISTRATION OF THE PLAN.
(A)
PROCEDURE.
(I)
MULTIPLE ADMINISTRATIVE BODIES.
DIFFERENT COMMITTEES WITH
RESPECT TO DIFFERENT GROUPS OF SERVICE PROVIDERS MAY ADMINISTER THE PLAN.
7
(II)
SECTION 162(M).
TO THE EXTENT THAT THE ADMINISTRATOR DETERMINES
IT TO BE DESIRABLE TO QUALIFY AWARDS GRANTED HEREUNDER AS "PERFORMANCE-BASED
COMPENSATION" WITHIN THE MEANING OF CODE SECTION 162(M), THE PLAN WILL BE
ADMINISTERED BY A COMMITTEE OF TWO OR MORE "OUTSIDE DIRECTORS" WITHIN THE
MEANING OF CODE SECTION 162(M).
(III)
RULE 16B-3.
TO THE EXTENT DESIRABLE TO QUALIFY TRANSACTIONS
HEREUNDER AS EXEMPT UNDER RULE 16B-3, THE TRANSACTIONS CONTEMPLATED HEREUNDER
WILL BE STRUCTURED TO SATISFY THE REQUIREMENTS FOR EXEMPTION UNDER RULE 16B-3.
(IV)
DELEGATION TO AN OFFICER.
THE BOARD MAY DELEGATE TO ONE OR MORE
OFFICERS OF THE COMPANY THE AUTHORITY TO DO ONE OR BOTH OF THE FOLLOWING
(I) DESIGNATE EMPLOYEES OR CONSULTANTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
WHO ARE NOT OFFICERS TO BE RECIPIENTS OF OPTIONS, RESTRICTED STOCK AND
RESTRICTED STOCK UNITS AND THE TERMS THEREOF, AND (II) DETERMINE THE NUMBER OF
SHARES OF COMMON STOCK TO BE SUBJECT TO SUCH AWARDS GRANTED TO SUCH EMPLOYEES
AND CONSULTANTS; PROVIDED, HOWEVER, THAT THE BOARD RESOLUTIONS REGARDING SUCH
DELEGATION SHALL SPECIFY THE TOTAL NUMBER OF SHARES OF COMMON STOCK THAT MAY BE
SUBJECT TO THE AWARDS GRANTED BY SUCH OFFICER.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS SECTION 4(A), THE BOARD MAY NOT DELEGATE TO AN OFFICER
AUTHORITY TO DETERMINE THE FAIR MARKET VALUE OF THE COMMON STOCK PURSUANT TO
SECTION 4(B) BELOW.
(V)
OTHER ADMINISTRATION.
OTHER THAN AS PROVIDED ABOVE, THE PLAN WILL
BE ADMINISTERED BY (A) THE BOARD OR (B) A COMMITTEE, WHICH COMMITTEE WILL BE
CONSTITUTED TO SATISFY APPLICABLE LAWS.
(B)
POWERS OF THE ADMINISTRATOR.
SUBJECT TO THE PROVISIONS OF THE
PLAN, AND IN THE CASE OF A COMMITTEE, SUBJECT TO THE SPECIFIC DUTIES DELEGATED
BY THE BOARD TO SUCH COMMITTEE, THE ADMINISTRATOR WILL HAVE THE AUTHORITY, IN
ITS DISCRETION:
(I)
TO DETERMINE THE FAIR MARKET VALUE;
(II)
TO SELECT THE SERVICE PROVIDERS TO WHOM AWARDS MAY BE GRANTED
HEREUNDER;
(III)
TO DETERMINE THE TERMS AND CONDITIONS, NOT INCONSISTENT WITH THE
TERMS OF THE PLAN, OF ANY AWARD GRANTED HEREUNDER;
(IV)
TO CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND AWARDS GRANTED
PURSUANT TO THE PLAN;
(V)
TO PRESCRIBE, AMEND AND RESCIND RULES AND REGULATIONS RELATING TO
THE PLAN, INCLUDING RULES