SALE UNDER THE PLAN.
TO THE EXTENT AN AWARD UNDER THE PLAN IS PAID OUT
IN CASH RATHER THAN SHARES, SUCH CASH PAYMENT WILL NOT RESULT IN REDUCING THE
NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN.
NOTWITHSTANDING THE
FOREGOING AND, SUBJECT TO ADJUSTMENT PROVIDED IN SECTION 15, 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).
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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 20(C) OF THE PLAN).
NOTWITHSTANDING THE PREVIOUS SENTENCE, THE ADMINISTRATOR MAY NOT MODIFY OR AMEND
AN OPTION OR STOCK APPRECIATION RIGHT TO REDUCE THE EXERCISE PRICE OF SUCH
OPTION OR STOCK APPRECIATION RIGHT AFTER IT HAS BEEN GRANTED (EXCEPT FOR
ADJUSTMENTS MADE PURSUANT TO SECTION 15), AND NEITHER MAY THE ADMINISTRATOR
CANCEL ANY OUTSTANDING OPTION OR STOCK APPRECIATION RIGHT AND IMMEDIATELY
REPLACE IT WITH A NEW OPTION OR STOCK APPRECIATION RIGHT WITH A LOWER EXERCISE
PRICE;
(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;
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(VIII)
TO ALLOW A PARTICIPANT TO DEFER THE RECEIPT OF THE PAYMENT OF CASH OR
THE