TO SUCH AWARDS.
(C)
POWERS OF THE ADMINISTRATOR. THE ADMINISTRATOR SHALL HAVE FULL
POWER AND AUTHORITY, SUBJECT TO SUCH RESOLUTIONS, NOT INCONSISTENT WITH THE
PROVISIONS OF THE PLAN, AS MAY BE ADOPTED FROM TIME TO TIME BY THE BOARD, TO
TAKE ALL OTHER ACTIONS NECESSARY TO CARRY OUT THE PURPOSE AND INTENT OF THE
PLAN, INCLUDING, BUT NOT LIMITED TO, THE AUTHORITY TO:
(I)
DETERMINE THE FAIR MARKET VALUE OF THE COMMON STOCK, IN
ACCORDANCE WITH SECTION 2(S) OF THE PLAN;
(II)
SELECT THE DIRECTORS, CONSULTANTS AND EMPLOYEES TO WHOM AWARDS
MAY BE GRANTED HEREUNDER;
(III)
DETERMINE WHETHER AND TO WHAT EXTENT AWARDS ARE GRANTED
HEREUNDER;
(IV)
DETERMINE THE NUMBER OF SHARES OF COMMON STOCK TO BE COVERED BY
EACH AWARD GRANTED HEREUNDER;
(V)
APPROVE FORMS OF AGREEMENT FOR USE UNDER THE PLAN;
(VI)
DETERMINE THE TERMS AND CONDITIONS, NOT INCONSISTENT WITH THE
TERMS OF THE PLAN, OF ANY AWARD GRANTED HEREUNDER;
(VII)
CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND AWARDS GRANTED
PURSUANT TO THE PLAN AND THE APPLICABLE GRANT AGREEMENTS;
(VIII)
PRESCRIBE, AMEND AND RESCIND RULES AND REGULATIONS RELATING TO THE
PLAN;
(IX)
FOR ANY PURPOSE INCLUDING, BUT NOT LIMITED TO, QUALIFYING FOR
PREFERRED TAX TREATMENT UNDER FOREIGN LAWS OR OTHERWISE COMPLYING WITH THE
STATUTORY OR REGULATORY REQUIREMENTS OF LOCAL OR FOREIGN JURISDICTIONS,
ESTABLISH, AMEND, MODIFY, ADMINISTER OR TERMINATE SUB-PLANS, AND PRESCRIBE,
AMEND AND RESCIND RULES AND REGULATIONS RELATING TO SUCH SUB-PLANS;
6
(X)
MODIFY OR AMEND OUTSTANDING AWARDS (PROVIDED, HOWEVER, THAT
EXCEPT AS PROVIDED IN SECTION 11 OF THE PLAN OR AS REQUIRED TO ENSURE COMPLIANCE
WITH APPLICABLE LAWS, ANY MODIFICATION THAT WOULD MATERIALLY ADVERSELY AFFECT
ANY OUTSTANDING AWARD SHALL NOT BE MADE WITHOUT THE CONSENT OF THE HOLDER);
(XI)
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; AND
(XII)
MAKE ALL OTHER DETERMINATIONS DEEMED NECESSARY OR ADVISABLE UNDER
OR FOR ADMINISTERING THE PLAN.
(D)
NON-UNIFORM DETERMINATIONS. THE ADMINISTRATOR'S DETERMINATIONS
UNDER THE PLAN (INCLUDING WITHOUT LIMITATION, DETERMINATIONS OF THE PERSONS TO
RECEIVE AWARDS, THE FORM, AMOUNT AND TIMING OF SUCH AWARDS, THE TERMS AND
PROVISIONS OF SUCH AWARDS AND THE GRANT AGREEMENTS EVIDENCING SUCH AWARDS) NEED
NOT BE UNIFORM AND MAY BE MADE BY THE ADMINISTRATOR SELECTIVELY AMONG PERSONS
WHO RECEIVE, OR ARE ELIGIBLE TO RECEIVE, AWARDS UNDER THE PLAN, WHETHER OR NOT
SUCH PERSONS ARE SIMILARLY SITUATED.
(E)
LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO
MEMBER OF THE ADMINISTRATOR SHALL BE LIABLE FOR ANY ACTION TAKEN OR DECISION
MADE IN GOOD FAITH RELATING TO THE PLAN OR ANY AWARD THEREUNDER.
(F)
INDEMNIFICATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND BY
THE COMPANY'S CHARTER AND BY-LAWS, THE ADMINISTRATOR SHALL BE INDEMNIFIED BY THE
COMPANY IN RESPECT OF ALL THEIR ACTIVITIES UNDER THE PLAN.
(G)
EFFECT OF ADMINISTRATOR'S DECISION. ALL ACTIONS TAKEN AND
DECISIONS AND DETERMINATIONS MADE BY THE ADMINISTRATOR ON ALL MATTERS RELATING
TO THE PLAN PURSUANT TO THE POWERS VESTED IN IT HEREUNDER