OF THE STOCKHOLDERS OF CERTAIN MODIFICATIONS TO THE PLAN,
AND OF THE PLAN IN ITS ENTIRETY FOR PURPOSES OF SECTION 162(M) OF THE CODE, AS
OF JULY 24, 2008.
(B)
TERMINATION.
NO AWARD SHALL BE GRANTED UNDER THE PLAN AFTER
JULY 22, 2014; PROVIDED, HOWEVER, THAT ANY AWARD THERETOFORE GRANTED MAY EXTEND
BEYOND SUCH DATE UNLESS EXPRESSLY PROVIDED OTHERWISE HEREIN OR IN THE APPLICABLE
AWARD AGREEMENT; PROVIDED FURTHER, TO THE EXTENT SET FORTH IN SECTION 8 HEREOF,
THE AUTHORITY OF THE COMMITTEE TO AMEND, ALTER, ADJUST, SUSPEND, DISCONTINUE OR
TERMINATE ANY SUCH AWARD OR TO WAIVE ANY CONDITIONS OR RESTRICTIONS WITH RESPECT
TO ANY SUCH AWARD, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO AMEND THE
PLAN, SHALL EXTEND BEYOND SUCH DATE.
SECTION 4.
ADMINISTRATION
The Plan shall be administered by the Committee; PROVIDED, HOWEVER, that if at
any time the Committee shall not be in existence, the functions of the Committee
as specified in the Plan shall be exercised by those members of the Board of
Directors who qualify as "disinterested persons" under Rule 16b-3 and as
"outside directors" under Section 162(m)(4)(C) of the Code and any regulations
issued thereunder.
Subject to the terms of the Plan and applicable law, the Committee shall have
full power and authority with respect to the Plan, including, without
limitation, the power to:
(I)
DESIGNATE PARTICIPANTS;
3
(II)
DETERMINE THE TYPES OF AWARDS TO BE GRANTED TO EACH PARTICIPANT
UNDER THE PLAN;
(III)
DETERMINE THE NUMBER OF SHARES TO BE COVERED BY (OR WITH RESPECT
TO WHICH PAYMENTS, RIGHTS OR OTHER MATTERS ARE TO BE CALCULATED IN CONNECTION
WITH) AWARDS;
(IV)
DETERMINE THE TERMS AND CONDITIONS OF ANY AWARD;
(V)
DETERMINE WHETHER, TO WHAT EXTENT, UNDER WHAT CIRCUMSTANCES AND
THE METHOD BY WHICH AWARDS MAY BE SETTLED OR EXERCISED IN CASH, SHARES, OTHER
SECURITIES, OTHER AWARDS OR OTHER PROPERTY, OR CANCELLED, FORFEITED OR
SUSPENDED;
(VI)
DETERMINE WHETHER, TO WHAT EXTENT AND UNDER WHAT CIRCUMSTANCES
CASH, SHARES, OTHER SECURITIES, OTHER AWARDS, OTHER PROPERTY AND OTHER AMOUNTS
PAYABLE WITH RESPECT TO AN AWARD SHALL BE DEFERRED EITHER AUTOMATICALLY OR AT
THE ELECTION OF THE HOLDER THEREOF OR OF THE COMMITTEE;
(VII)
INTERPRET AND ADMINISTER THE PLAN AND ANY INSTRUMENT OR AGREEMENT
RELATING TO, AND ANY AWARD MADE UNDER, THE PLAN (INCLUDING, WITHOUT LIMITATION,
ANY AWARD AGREEMENT);
(VIII)
ESTABLISH, AMEND, SUSPEND AND WAIVE SUCH RULES AND REGULATIONS AND
APPOINT SUCH AGENTS AS IT SHALL DEEM APPROPRIATE FOR THE PROPER ADMINISTRATION
OF THE PLAN; AND
(IX)
MAKE ANY OTHER DETERMINATION AND TAKE ANY OTHER ACTION THAT THE
COMMITTEE DEEMS NECESSARY OR DESIRABLE FOR THE ADMINISTRATION OF THE PLAN.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan, or any Award, shall be within the sole discretion of the Committee, may be
made at any time, and shall be final, conclusive and binding upon all Persons,
including the Company, any Affiliate, any Participant, any holder or Beneficiary
of any Award, any stockholder and any