16, 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 SECTION 422 OF THE CODE, ANY SHARES THAT BECOME AVAILABLE FOR ISSUANCE
UNDER THE PLAN UNDER THIS SECTION 3(C).
(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.
(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 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 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 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 21(C) OF THE PLAN)
INCLUDING, WITHOUT LIMITATION, THE DISCRETIONARY AUTHORITY TO EXTEND THE
POST-TERMINATION EXERCISABILITY PERIOD OF AWARDS LONGER THAN IS OTHERWISE
PROVIDED FOR IN THE PLAN.
NOTWITHSTANDING THE PREVIOUS SENTENCE, THE
ADMINISTRATOR MAY NOT MODIFY OR AMEND AN OPTION OR SAR TO REDUCE THE EXERCISE
PRICE OF SUCH OPTION OR SAR AFTER IT HAS BEEN GRANTED (EXCEPT FOR ADJUSTMENTS
MADE PURSUANT TO SECTION 16) NOR MAY THE ADMINISTRATOR CANCEL ANY OUTSTANDING
OPTION OR SAR AND REPLACE IT WITH A NEW OPTION OR SAR WITH A LOWER EXERCISE
PRICE, UNLESS, IN EITHER CASE, SUCH ACTION IS APPROVED BY THE COMPANY'S
STOCKHOLDERS;
(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