UNDER THIS SECTION 3(C).
(D)
SHARE RESERVE.
THE COMPANY, DURING THE TERM
OF THIS 2007 PLAN, WILL AT ALL TIMES RESERVE AND KEEP AVAILABLE SUCH NUMBER OF
SHARES AS WILL BE SUFFICIENT TO SATISFY THE REQUIREMENTS OF THE 2007 PLAN.
4.
ADMINISTRATION OF THE 2007 PLAN.
(A)
PROCEDURE.
(I)
MULTIPLE ADMINISTRATIVE BODIES.
DIFFERENT COMMITTEES
WITH RESPECT TO DIFFERENT GROUPS OF SERVICE PROVIDERS MAY ADMINISTER THE 2007
PLAN.
(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 SECTION 162(M) OF THE
CODE, THE 2007 PLAN WILL BE ADMINISTERED BY A COMMITTEE OF TWO OR MORE "OUTSIDE
DIRECTORS" WITHIN THE MEANING OF SECTION 162(M) OF THE CODE.
(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)
OTHER ADMINISTRATION.
OTHER THAN AS PROVIDED ABOVE, THE 2007
PLAN WILL BE ADMINISTERED BY (A) THE BOARD OR (B) A COMMITTEE, WHICH COMMITTEE
WILL BE CONSTITUTED TO SATISFY APPLICABLE LAWS.
4
(B)
POWERS OF THE ADMINISTRATOR.
SUBJECT TO THE
PROVISIONS OF THE 2007 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 2007 PLAN, OF ANY AWARD GRANTED HEREUNDER;
(IV)
TO CONSTRUE AND INTERPRET THE TERMS OF THE 2007 PLAN AND
AWARDS GRANTED PURSUANT TO THE 2007 PLAN;
(V)
TO PRESCRIBE, AMEND AND RESCIND RULES AND REGULATIONS
RELATING TO THE 2007 PLAN, INCLUDING RULES AND REGULATIONS RELATING TO SUB-PLANS
ESTABLISHED FOR THE PURPOSE OF SATISFYING APPLICABLE FOREIGN LAWS;
(VI)
TO MODIFY OR AMEND EACH AWARD (SUBJECT TO SECTION 19(C) OF THE
2007 PLAN);
(VII)
TO AUTHORIZE ANY PERSON TO EXECUTE ON BEHALF OF THE COMPANY ANY
INSTRUMENT REQUIRED TO EFFECT THE GRANT OF AN AWARD PREVIOUSLY GRANTED BY THE
ADMINISTRATOR;
(VIII)
TO ALLOW A PARTICIPANT TO DEFER THE RECEIPT OF THE PAYMENT OF CASH
OR THE DELIVERY OF SHARES THAT WOULD OTHERWISE BE DUE TO SUCH PARTICIPANT UNDER
AN AWARD PURSUANT TO SUCH PROCEDURES AS THE ADMINISTRATOR MAY DETERMINE; AND
(IX)
TO MAKE ALL OTHER DETERMINATIONS DEEMED NECESSARY OR
ADVISABLE FOR ADMINISTERING THE 2007 PLAN.
(C)
EFFECT OF ADMINISTRATOR'S DECISION.
THE
ADMINISTRATOR'S DECISIONS, DETERMINATIONS AND INTERPRETATIONS WILL BE FINAL AND
BINDING ON ALL PARTICIPANTS AND ANY OTHER HOLDERS OF AWARDS.
5.
ELIGIBILITY.
NONSTATUTORY STOCK
OPTIONS, RESTRICTED STOCK, RESTRICTED STOCK UNITS, STOCK APPRECIATION RIGHTS,
PERFORMANCE UNITS, PERFORMANCE SHARES AND SUCH OTHER CASH OR STOCK AWARDS AS THE
ADMINISTRATOR DETERMINES MAY BE GRANTED TO SERVICE PROVIDERS.
INCENTIVE STOCK
OPTIONS MAY BE GRANTED ONLY TO EMPLOYEES.
6.
STOCK OPTIONS.
(A)
LIMITATIONS.
EACH OPTION WILL BE
DESIGNATED IN THE AWARD AGREEMENT AS EITHER AN