OF THE
COMPANY OR ANY SUBSIDIARY.
2.57
"VOTING POWER" MEANS THE COMBINED VOTING POWER OF THE
THEN-OUTSTANDING SECURITIES OF A CORPORATION ENTITLED TO VOTE GENERALLY IN THE
ELECTION OF DIRECTORS.
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ARTICLE 3.
ADMINISTRATION
3.1
COMMITTEE
(A)
SUBJECT TO ARTICLE 15, AND TO SECTION 3.2, THE PLAN SHALL BE ADMINISTERED
BY THE BOARD, OR A COMMITTEE APPOINTED BY THE BOARD TO ADMINISTER THE PLAN
("PLAN COMMITTEE").
TO THE EXTENT THE BOARD CONSIDERS IT DESIRABLE TO COMPLY
WITH OR QUALIFY UNDER RULE 16B-3 OR MEET THE PERFORMANCE-BASED EXCEPTION, THE
PLAN COMMITTEE SHALL CONSIST OF TWO OR MORE DIRECTORS OF THE COMPANY, ALL OF
WHOM QUALIFY AS OUTSIDE DIREC­TORS AND "NON-EMPLOYEE DIRECTORS" WITHIN THE
MEANING OF RULE 16B-3. THE NUMBER OF MEMBERS OF THE PLAN COMMITTEE SHALL FROM
TIME TO TIME BE INCREASED OR DECREASED, AND SHALL BE SUBJECT TO SUCH CONDITIONS,
IN EACH CASE AS THE BOARD DEEMS APPROPRIATE TO PERMIT TRANSACTIONS IN SHARES
PURSUANT TO THE PLAN TO SATISFY SUCH CONDITIONS OF RULE 16B-3 AND THE
PERFORMANCE-BASED EXCEPTION AS THEN IN EFFECT.
(B) THE BOARD OR THE PLAN COMMITTEE MAY APPOINT AND DELEGATE TO ANOTHER
COMMITTEE ("MANAGEMENT COMMITTEE") ANY OR ALL OF THE AUTHORITY OF THE BOARD OR
THE PLAN COMMITTEE, AS APPLICABLE, WITH RESPECT TO AWARDS TO GRANTEES OTHER THAN
GRANTEES WHO ARE SECTION 16 PERSONS AT THE TIME ANY SUCH DELEGATED AUTHORITY IS
EXERCISED. WITH RESPECT TO AWARDS THAT ARE INTENDED TO MEET THE
PERFORMANCE-BASED EXCEPTION AND THAT ARE MADE TO A GRANTEE WHO IS EXPECTED TO BE
A COVERED EMPLOYEE, SUCH DELEGATION SHALL NOT INCLUDE ANY AUTHORITY, WHICH IF
EXERCISED BY THE MANAGEMENT COMMITTEE RATHER THAN BY THE PLAN COMMITTEE, WOULD
CAUSE THE GRANTEE'S AWARD TO FAIL TO MEET THE PERFORMANCE-BASED EXCEPTION.
(C)
ANY REFERENCES HEREIN TO "COMMITTEE" ARE REFERENCES TO THE BOARD, OR THE
PLAN COMMITTEE OR THE MANAGEMENT COMMITTEE, AS APPLICABLE.
3.2
POWERS OF COMMITTEE
SUBJECT TO THE EXPRESS PROVISIONS OF THE PLAN, THE COMMITTEE HAS FULL AND FINAL
AUTHORITY AND SOLE DISCRETION AS FOLLOWS:
(A)
TO DETERMINE WHEN, TO WHOM AND IN WHAT TYPES AND AMOUNTS AWARDS SHOULD BE
GRANTED AND THE TERMS AND CONDITIONS APPLICABLE TO EACH AWARD, INCLUDING THE
BENEFIT PAYABLE UNDER ANY SAR, PERFORMANCE UNIT OR PERFORMANCE SHARE, AND
WHETHER OR NOT SPECIFIC AWARDS SHALL BE GRANTED IN CONNECTION WITH OTHER
SPECIFIC AWARDS, AND IF SO WHETHER THEY SHALL BE EXERCISABLE CUMULATIVELY WITH,
OR ALTERNATIVELY TO, SUCH OTHER SPECIFIC AWARDS;
(B) TO DETERMINE THE AMOUNT, IF ANY, THAT A GRANTEE SHALL PAY FOR RESTRICTED
SHARES, WHETHER TO PERMIT OR REQUIRE THE PAYMENT OF CASH DIVIDENDS THEREON TO BE
DEFERRED AND THE TERMS RELATED THERETO, WHEN RESTRICTED SHARES (INCLUDING
RESTRICTED SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION) SHALL BE FORFEITED
AND WHETHER SUCH SHARES SHALL BE HELD IN ESCROW;
(C)
TO CONSTRUE AND INTERPRET THE PLAN AND TO MAKE ALL DETERMINATIONS NECESSARY
OR ADVISABLE FOR THE ADMINISTRATION OF THE PLAN;
9
(D) TO MAKE, AMEND, AND RESCIND RULES RELATING TO THE PLAN, INCLUDING RULES WITH
RESPECT TO THE EXERCISABILITY