WAIVER
OF FORFEITURE RESTRICTIONS, AND ANY RESTRICTION OR LIMITATION
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REGARDING ANY AWARD OR THE COMMON STOCK RELATING THERETO, BASED IN EACH CASE ON
SUCH FACTORS AS THE ADMINISTRATOR, IN ITS SOLE DISCRETION, SHALL DETERMINE);
(VI)
TO DETERMINE WHETHER TO OFFER TO BUYOUT A
PREVIOUSLY GRANTED OPTION AS PROVIDED IN SUBSECTION 10(I) AND TO DETERMINE THE
TERMS AND CONDITIONS OF SUCH OFFER AND BUYOUT (INCLUDING WHETHER PAYMENT IS TO
BE MADE IN CASH OR SHARES);
(VII)
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 QUALIFYING FOR PREFERRED TAX TREATMENT
UNDER FOREIGN TAX LAWS;
(VIII)
TO ALLOW HOLDERS TO SATISFY WITHHOLDING TAX
OBLIGATIONS BY ELECTING TO HAVE THE COMPANY WITHHOLD FROM THE SHARES TO BE
ISSUED PURSUANT TO AN AWARD THAT NUMBER OF SHARES HAVING A FAIR MARKET VALUE
EQUAL TO THE MINIMUM AMOUNT REQUIRED TO BE WITHHELD BASED ON THE STATUTORY
WITHHOLDING RATES FOR FEDERAL AND STATE TAX PURPOSES THAT APPLY TO SUPPLEMENTAL
TAXABLE INCOME.
THE FAIR MARKET VALUE OF THE SHARES TO BE WITHHELD SHALL BE
DETERMINED ON THE DATE THAT THE AMOUNT OF TAX TO BE WITHHELD IS TO BE
DETERMINED.
ALL ELECTIONS BY HOLDERS TO HAVE SHARES WITHHELD FOR THIS PURPOSE
SHALL BE MADE IN SUCH FORM AND UNDER SUCH CONDITIONS AS THE ADMINISTRATOR MAY
DEEM NECESSARY OR ADVISABLE;
(IX)
TO AMEND THE PLAN OR ANY AWARD GRANTED UNDER
THE PLAN AS PROVIDED IN SECTION 21; AND
(X)
TO CONSTRUE AND INTERPRET THE TERMS OF THE
PLAN AND AWARDS GRANTED PURSUANT TO THE PLAN AND TO EXERCISE SUCH POWERS AND
PERFORM SUCH ACTS AS THE ADMINISTRATOR DEEMS NECESSARY OR DESIRABLE TO PROMOTE
THE BEST INTERESTS OF THE COMPANY WHICH ARE NOT IN CONFLICT WITH THE PROVISIONS
OF THE PLAN.
(C)
EFFECT OF ADMINISTRATOR'S DECISION.
ALL
DECISIONS, DETERMINATIONS AND INTERPRETATIONS OF THE ADMINISTRATOR SHALL BE
FINAL AND BINDING ON ALL HOLDERS.
5.
Eligibility.
Awards other than
Incentive Stock Options may be granted to Service Providers.
Incentive Stock
Options may be granted only to Employees.
If otherwise eligible, an Employee or
Consultant who has been granted an Award may be granted additional Awards.
Each
Independent Director shall be eligible to be granted Restricted Stock and
Options at the times and in the manner set forth in Section 12.
6.
LIMITATIONS.
(A)
EACH OPTION SHALL BE DESIGNATED BY THE
ADMINISTRATOR IN THE OPTION AGREEMENT AS EITHER AN INCENTIVE STOCK OPTION OR A
NON-QUALIFIED STOCK OPTION.
HOWEVER, NOTWITHSTANDING SUCH DESIGNATIONS, TO THE
EXTENT THAT THE AGGREGATE FAIR MARKET VALUE OF SHARES SUBJECT TO A HOLDER'S
INCENTIVE STOCK OPTIONS AND OTHER INCENTIVE STOCK OPTIONS GRANTED BY THE
COMPANY, ANY PARENT OR SUBSIDIARY, WHICH BECOME EXERCISABLE FOR THE FIRST TIME
DURING ANY CALENDAR YEAR (UNDER ALL PLANS OF THE COMPANY OR ANY PARENT OR
SUBSIDIARY) EXCEEDS $100,000, SUCH EXCESS OPTIONS OR OTHER OPTIONS SHALL BE
TREATED AS NON-QUALIFIED STOCK OPTIONS.
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For purposes of this Section 6(a), Incentive Stock Options shall be taken into
account