OR ELECTION WHICH IS THE RESPONSIBILITY OF OR
WHICH IS ALLOCATED TO THE COMPANY HEREIN, PROVIDED THE OFFICER HAS APPARENT
AUTHORITY WITH RESPECT TO SUCH MATTER, RIGHT, OBLIGATION, DETERMINATION OR
ELECTION.
3.3
POWERS OF THE BOARD. IN ADDITION TO ANY
OTHER POWERS SET FORTH IN THE PLAN AND SUBJECT TO THE PROVISIONS OF THE PLAN,
THE BOARD SHALL HAVE THE FULL AND FINAL POWER AND AUTHORITY, IN ITS DISCRETION:
(A)
TO DETERMINE THE PERSONS TO WHOM, AND THE
TIME OR TIMES AT WHICH, AWARDS SHALL BE GRANTED AND THE NUMBER OF SHARES OF
STOCK OR UNITS TO BE SUBJECT TO EACH AWARD;
(B)
TO DETERMINE THE TYPE OF AWARD GRANTED;
(C)
TO DETERMINE THE FAIR MARKET VALUE OF
SHARES OF STOCK OR OTHER PROPERTY;
(D)
TO DETERMINE THE TERMS, CONDITIONS AND
RESTRICTIONS APPLICABLE TO EACH AWARD (WHICH NEED NOT BE IDENTICAL) AND ANY
SHARES ACQUIRED PURSUANT THERETO, INCLUDING, WITHOUT LIMITATION, (I) THE
EXERCISE OR PURCHASE PRICE OF SHARES PURSUANT TO ANY AWARD, (II) THE METHOD OF
PAYMENT
5
FOR SHARES PURCHASED PURSUANT TO ANY AWARD, (III) THE METHOD FOR SATISFACTION OF
ANY TAX WITHHOLDING OBLIGATION ARISING IN CONNECTION WITH AWARD, INCLUDING BY
THE WITHHOLDING OR DELIVERY OF SHARES OF STOCK, (IV) THE TIMING, TERMS AND
CONDITIONS OF THE EXERCISABILITY OR VESTING OF ANY AWARD OR ANY SHARES ACQUIRED
PURSUANT THERETO, (V) THE TIME OF THE EXPIRATION OF ANY AWARD, (VI) THE EFFECT
OF THE PARTICIPANT'S TERMINATION OF SERVICE ON ANY OF THE FOREGOING, AND
(VII) ALL OTHER TERMS, CONDITIONS AND RESTRICTIONS APPLICABLE TO ANY AWARD OR
SHARES ACQUIRED PURSUANT THERETO NOT INCONSISTENT WITH THE TERMS OF THE PLAN;
(E)
TO APPROVE ONE OR MORE FORMS OF AWARD
AGREEMENT;
(F)
TO AMEND, MODIFY, EXTEND, CANCEL OR RENEW
ANY AWARD OR TO WAIVE ANY RESTRICTIONS OR CONDITIONS APPLICABLE TO ANY AWARD OR
ANY SHARES ACQUIRED PURSUANT THERETO;
(G)
TO ACCELERATE, CONTINUE, EXTEND OR DEFER THE
EXERCISABILITY OR VESTING OF ANY AWARD OR ANY SHARES ACQUIRED PURSUANT THERETO,
INCLUDING WITH RESPECT TO THE PERIOD FOLLOWING A PARTICIPANT'S TERMINATION OF
SERVICE;
(H)
WITHOUT THE CONSENT OF THE AFFECTED
PARTICIPANT AND NOTWITHSTANDING THE PROVISIONS OF ANY AWARD AGREEMENT TO THE
CONTRARY, TO UNILATERALLY SUBSTITUTE AT ANY TIME A STOCK APPRECIATION RIGHT
PROVIDING FOR SETTLEMENT SOLELY IN SHARES OF STOCK IN PLACE OF ANY OUTSTANDING
OPTION, PROVIDED THAT SUCH STOCK APPRECIATION RIGHT COVERS THE SAME NUMBER OF
SHARES OF STOCK AND PROVIDES FOR THE SAME EXERCISE PRICE (SUBJECT IN EACH CASE
TO ADJUSTMENT IN ACCORDANCE WITH SECTION 4.3) AS THE REPLACED OPTION AND
OTHERWISE PROVIDES SUBSTANTIALLY EQUIVALENT TERMS AND CONDITIONS AS THE REPLACED
OPTION, AS DETERMINED BY THE BOARD;
(I)
TO PRESCRIBE, AMEND OR RESCIND RULES,
GUIDELINES AND POLICIES RELATING TO THE PLAN, OR TO ADOPT SUB-PLANS OR
SUPPLEMENTS TO, OR ALTERNATIVE VERSIONS OF, THE PLAN, INCLUDING, WITHOUT
LIMITATION, AS THE BOARD DEEMS NECESSARY OR DESIRABLE TO COMPLY WITH THE LAWS OR
REGULATIONS OF OR TO ACCOMMODATE THE TAX POLICY, ACCOUNTING PRINCIPLES OR CUSTOM
OF, FOREIGN JURISDICTIONS WHOSE CITIZENS MAY BE GRANTED AWARDS; AND
(J)