DATE OF SUCH GRANT.
19.
TAX WITHHOLDING.
(A)
WITHHOLDING REQUIREMENTS. PRIOR TO THE DELIVERY OF ANY SHARES OR
CASH PURSUANT TO AN AWARD (OR EXERCISE THEREOF), THE COMPANY WILL HAVE THE POWER
AND THE RIGHT TO DEDUCT OR WITHHOLD, OR REQUIRE A PARTICIPANT TO REMIT TO THE
COMPANY, AN AMOUNT SUFFICIENT TO SATISFY FEDERAL, STATE, LOCAL, FOREIGN OR OTHER
TAXES (INCLUDING THE PARTICIPANT'S FICA OBLIGATION) REQUIRED TO BE WITHHELD WITH
RESPECT TO SUCH AWARD (OR EXERCISE THEREOF).
(B)
WITHHOLDING ARRANGEMENTS. THE ADMINISTRATOR, IN ITS SOLE
DISCRETION AND PURSUANT TO SUCH PROCEDURES AS IT MAY SPECIFY FROM TIME TO TIME,
MAY PERMIT A PARTICIPANT TO SATISFY SUCH TAX WITHHOLDING OBLIGATION, IN WHOLE OR
IN PART (WITHOUT LIMITATION) BY (I) PAYING CASH, (II) ELECTING TO HAVE THE
COMPANY WITHHOLD OTHERWISE DELIVERABLE CASH OR SHARES HAVING A FAIR MARKET VALUE
EQUAL TO THE AMOUNT REQUIRED TO BE WITHHELD, (III) DELIVERING TO THE COMPANY
ALREADY-OWNED SHARES HAVING A FAIR MARKET VALUE EQUAL TO THE AMOUNT REQUIRED TO
BE WITHHELD, OR (IV) SELLING A SUFFICIENT NUMBER OF SHARES OTHERWISE DELIVERABLE
TO THE PARTICIPANT THROUGH SUCH MEANS AS THE ADMINISTRATOR MAY DETERMINE IN ITS
SOLE DISCRETION (WHETHER THROUGH A BROKER OR OTHERWISE) EQUAL TO THE AMOUNT
REQUIRED TO BE WITHHELD. THE AMOUNT OF THE WITHHOLDING REQUIREMENT WILL BE
DEEMED TO INCLUDE ANY AMOUNT WHICH THE ADMINISTRATOR AGREES MAY BE WITHHELD AT
THE TIME THE ELECTION IS MADE, NOT TO EXCEED THE AMOUNT DETERMINED BY USING THE
MAXIMUM FEDERAL, STATE OR LOCAL MARGINAL INCOME TAX RATES APPLICABLE TO THE
PARTICIPANT WITH RESPECT TO THE AWARD ON THE DATE THAT THE AMOUNT OF TAX TO BE
WITHHELD IS TO BE DETERMINED. THE FAIR MARKET VALUE OF THE SHARES TO BE WITHHELD
OR DELIVERED WILL BE DETERMINED AS OF THE DATE THAT THE TAXES ARE REQUIRED TO BE
WITHHELD.
20.
AMENDMENT AND TERMINATION OF THE PLAN.
(A)
AMENDMENT AND TERMINATION. THE BOARD MAY AT ANY TIME AMEND, ALTER,
SUSPEND OR TERMINATE THE PLAN.
(B)
STOCKHOLDER APPROVAL. THE COMPANY SHALL OBTAIN STOCKHOLDER
APPROVAL OF ANY PLAN AMENDMENT TO THE EXTENT NECESSARY AND DESIRABLE TO COMPLY
WITH APPLICABLE LAWS. NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL OBTAIN
STOCKHOLDER APPROVAL OF A PLAN AMENDMENT THAT WOULD (I) INCREASE THE NUMBER OF
SECURITIES THAT MAY BE ISSUED UNDER THE PLAN, (II) MATERIALLY MODIFY THE
REQUIREMENTS FOR PARTICIPATION IN THE PLAN OTHER THAN AMENDMENT THAT NARROWS THE
CLASS OF PERSONS ELIGIBLE TO PARTICIPATE IN THE PLAN AND (III) MATERIALLY
INCREASE THE BENEFITS ACCRUING TO PARTICIPANTS IN THE PLAN.
(C)
EFFECT OF AMENDMENT OR TERMINATION. NO AMENDMENT, ALTERATION,
SUSPENSION OR TERMINATION OF THE PLAN SHALL IMPAIR THE RIGHTS OF ANY
PARTICIPANT, UNLESS MUTUALLY AGREED OTHERWISE BETWEEN THE PARTICIPANT AND THE
ADMINISTRATOR, WHICH AGREEMENT MUST BE IN WRITING AND SIGNED BY THE PARTICIPANT
AND THE COMPANY. TERMINATION OF THE PLAN SHALL NOT AFFECT THE ADMINISTRATOR'S
ABILITY TO EXERCISE THE POWERS GRANTED TO IT HEREUNDER WITH RESPECT TO AWARDS
GRANTED UNDER THE PLAN PRIOR TO THE DATE OF SUCH TERMINATION.
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21.
TERM OF PLAN. AT THE