CONSULTANT, DIRECTOR, OR OTHER SERVICE
PROVIDER OF OR TO THE COMPANY OR ANY OF ITS RESPECTIVE AFFILIATES TO WHOM AN
AWARD IS GRANTED.
(T) "PERFORMANCE AWARD" MEANS SHARES OR OTHER AWARDS THAT, PURSUANT TO
SECTION 10, ARE GRANTED, VESTED AND/OR SETTLED UPON THE ACHIEVEMENT OF SPECIFIED
PERFORMANCE CONDITIONS.
(U) "PERSON" MEANS AN INDIVIDUAL, PARTNERSHIP, CORPORATION, LIMITED LIABILITY
COMPANY, TRUST, JOINT VENTURE, UNINCORPORATED ASSOCIATION, OR OTHER ENTITY OR
ASSOCIATION.
(V) "RESTRICTED STOCK" MEANS SHARES THAT ARE SUBJECT TO RESTRICTIONS PURSUANT TO
SECTION 8 HEREOF.
(W) "RESTRICTED STOCK UNIT" MEANS A RIGHT GRANTED UNDER AND SUBJECT TO
RESTRICTIONS PURSUANT TO SECTION 9 HEREOF.
(X) "SAR" MEANS A STOCK APPRECIATION RIGHT GRANTED UNDER THE PLAN AND DESCRIBED
IN SECTION 6 HEREOF.
(Y) "SHARES" MEANS SHARES OF THE COMPANY'S COMMON STOCK, PAR VALUE $.01, SUBJECT
TO SUBSTITUTION OR ADJUSTMENT AS PROVIDED IN SECTION 3(C) HEREOF.
(Z) "SUBSIDIARY" MEANS, IN RESPECT OF THE COMPANY, A SUBSIDIARY COMPANY AS
DEFINED IN SECTIONS 424(F) AND (G) OF THE CODE.
SECTION 2.
ADMINISTRATION.
THE PLAN WILL BE
ADMINISTERED BY THE BOARD; PROVIDED, HOWEVER, THAT THE BOARD MAY AT ANY TIME
APPOINT A COMMITTEE TO PERFORM SOME OR ALL OF THE BOARD'S ADMINISTRATIVE
FUNCTIONS HEREUNDER; AND PROVIDED FURTHER, THAT THE AUTHORITY OF ANY COMMITTEE
APPOINTED PURSUANT TO THIS SECTION 2 WILL BE SUBJECT TO SUCH TERMS AND
CONDITIONS AS THE BOARD MAY PRESCRIBE AND WILL BE COEXTENSIVE WITH, AND NOT IN
LIEU OF, THE AUTHORITY OF THE BOARD HEREUNDER.
SUBJECT TO THE REQUIREMENTS OF THE COMPANY'S BY-LAWS AND CERTIFICATE OF
INCORPORATION ANY OTHER AGREEMENT THAT GOVERNS THE APPOINTMENT OF BOARD
COMMITTEES, ANY COMMITTEE ESTABLISHED UNDER THIS SECTION 2 WILL BE COMPOSED OF
NOT FEWER THAN TWO MEMBERS, EACH OF WHOM WILL SERVE FOR SUCH PERIOD OF TIME AS
THE BOARD DETERMINES; PROVIDED, HOWEVER, THAT IF THE COMPANY HAS A CLASS OF
SECURITIES REQUIRED TO BE REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT, ALL
MEMBERS OF ANY COMMITTEE ESTABLISHED PURSUANT TO THIS SECTION 2 WILL BE
NON-EMPLOYEE DIRECTORS.
FROM TIME TO TIME THE BOARD MAY INCREASE THE SIZE OF
THE COMMITTEE AND APPOINT ADDITIONAL MEMBERS THERETO, REMOVE MEMBERS (WITH OR
WITHOUT CAUSE) AND APPOINT NEW MEMBERS IN SUBSTITUTION THEREFOR, FILL VACANCIES
HOWEVER CAUSED, OR REMOVE ALL MEMBERS OF THE COMMITTEE AND THEREAFTER DIRECTLY
ADMINISTER THE PLAN.
THE BOARD WILL HAVE FULL AUTHORITY TO GRANT AWARDS UNDER THIS PLAN AND DETERMINE
THE TERMS OF SUCH AWARDS.
SUCH AUTHORITY WILL INCLUDE THE RIGHT TO:
(A) SELECT THE PERSONS TO WHOM AWARDS ARE GRANTED (CONSISTENT WITH THE
ELIGIBILITY CONDITIONS SET FORTH IN SECTION 4);
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(B) DETERMINE THE TYPE OF AWARD TO BE GRANTED;
(C) DETERMINE THE NUMBER OF SHARES, IF ANY, TO BE COVERED BY EACH AWARD;
(D) ESTABLISH THE VESTING OR FORFEITURE TERMS OF EACH AWARD;
(E) ESTABLISH THE PERFORMANCE CONDITIONS RELEVANT TO ANY PERFORMANCE AWARD AND
CERTIFY WHETHER SUCH PERFORMANCE CONDITIONS HAVE BEEN SATISFIED;
(F) DETERMINE WHETHER AND UNDER WHAT CIRCUMSTANCES AN OPTION MAY BE EXERCISED
WITHOUT A PAYMENT OF CASH UNDER SECTION 5(D); AND
(G) DETERMINE WHETHER,