BE COVERED BY EACH
OPTION GRANTED HEREUNDER;
(IV)
TO APPROVE FORMS OF AGREEMENT FOR USE UNDER THE PLAN;
(V)
TO DETERMINE THE TERMS AND CONDITIONS, NOT INCONSISTENT WITH THE TERMS OF
THE PLAN, OF ANY OPTION GRANTED HEREUNDER.
SUCH TERMS AND CONDITIONS INCLUDE,
BUT ARE NOT LIMITED TO, THE EXERCISE PRICE, THE TIME OR TIMES WHEN OPTIONS MAY
BE EXERCISED (WHICH MAY BE BASED ON PERFORMANCE CRITERIA), ANY VESTING
ACCELERATION, AND ANY RESTRICTION OR LIMITATION REGARDING ANY OPTION OR THE
SHARES OF COMMON STOCK RELATING THERETO, BASED IN EACH CASE ON SUCH FACTORS AS
THE ADMINISTRATOR, IN ITS SOLE DISCRETION, SHALL DETERMINE;
(VI)
TO CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND AWARDS GRANTED
PURSUANT TO THE PLAN;
(VII) 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;
-4-
(VIII) TO MODIFY OR AMEND EACH OPTION (SUBJECT TO SECTION 15(C) 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;
(IX)
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 MINIMUM
AMOUNT REQUIRED TO BE WITHHELD (BUT IN NO EVENT ANY MORE THAN THE MINIMUM
AMOUNT).
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;
(X)
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;
(XI)
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 EMPLOYEES AND INDIVIDUALS
TO WHOM SUBSTITUTED OPTIONS ARE GRANTED UNDER THIS PLAN IN CONNECTION WITH A
MERGER OR OTHER CORPORATE TRANSACTION; HOWEVER, NO OPTIONS MAY BE GRANTED TO (I)
A PERSON WHO, AT THE TIME OF SUCH GRANT, IS AN OFFICER OR DIRECTOR OF THE
COMPANY OR A BENEFICIAL OWNER OF MORE THAN TEN PERCENT (10%) OF ANY CLASS OF
EQUITY SECURITIES OF THE COMPANY REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR (II) ANY PERSON WHOSE
ELIGIBILITY TO PARTICIPATE IN THE PLAN WOULD REQUIRE THE COMPANY TO OBTAIN
SHAREHOLDER APPROVAL OF THE PLAN PURSUANT TO THE BYLAWS OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS (AND ANY SCHEDULES THERETO) OR THE PROVISIONS
CONTAINED IN THE NEW YORK