OR REPURCHASED BY THE COMPANY
DUE TO FAILURE TO VEST, THE UNPURCHASED SHARES (OR FOR AWARDS OTHER THAN OPTIONS
OR STOCK APPRECIATION RIGHTS THE FORFEITED OR REPURCHASED SHARES) WHICH WERE
SUBJECT THERETO WILL BECOME AVAILABLE FOR FUTURE GRANT OR SALE UNDER THE PLAN
(UNLESS THE PLAN HAS TERMINATED).
SHARES THAT HAVE ACTUALLY BEEN ISSUED UNDER
THE PLAN UNDER ANY AWARD WILL NOT BE RETURNED TO THE PLAN AND WILL NOT BECOME
AVAILABLE FOR FUTURE DISTRIBUTION UNDER THE PLAN; PROVIDED, HOWEVER, THAT IF
SHARES ISSUED PURSUANT TO AWARDS ARE REPURCHASED BY THE COMPANY OR ARE FORFEITED
TO THE COMPANY DUE TO THEIR FAILURE TO VEST, SUCH SHARES WILL BECOME AVAILABLE
FOR FUTURE GRANT UNDER THE PLAN.
SHARES USED TO PAY THE EXERCISE PRICE OF AN
AWARD OR TO SATISFY THE MINIMUM STATUTORY WITHHOLDING OBLIGATIONS RELATED TO AN
AWARD WILL NOT BECOME
4
AVAILABLE FOR FUTURE GRANT OR 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.
4.
ADMINISTRATION.
THE PLAN WILL BE ADMINISTERED BY (A) THE BOARD OR (B) A
COMMITTEE, WHICH WILL BE CONSTITUTED TO SATISFY APPLICABLE LAWS.
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
CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND AWARDS GRANTED PURSUANT TO THE
PLAN; (III) TO PRESCRIBE, AMEND AND RESCIND RULES AND REGULATIONS RELATING TO
THE PLAN, INCLUDING THE ABILITY TO ACCELERATE THE VESTING OF AWARDS GRANTED TO
OUTSIDE DIRECTORS WHO WILL NOT STAND FOR REELECTION; (IV) TO MAKE SUCH OTHER
DETERMINATIONS AND TAKE SUCH OTHER ACTIONS AS PERMITTED UNDER THE PLAN; (V) TO
DETERMINE THE TERMS AND CONDITIONS OF ANY, AND, WITH THE APPROVAL OF THE
SHAREHOLDERS IF NECESSARY, TO INSTITUTE ANY EXCHANGE PROGRAM AND (VI) TO MAKE
ALL OTHER DETERMINATIONS DEEMED NECESSARY OR ADVISABLE FOR ADMINISTERING THE
PLAN.
THE ADMINISTRATOR'S DECISIONS, DETERMINATIONS AND INTERPRETATIONS WILL BE
FINAL AND BINDING ON ALL PARTICIPANTS AND ANY OTHER HOLDERS OF AWARDS.
5.
GRANTS OF AWARDS UNDER THE PLAN.
(A)
PROCEDURE FOR GRANTS.
ALL GRANTS OF AWARDS TO OUTSIDE DIRECTORS
UNDER THIS PLAN SHALL BE MADE STRICTLY IN ACCORDANCE WITH THE FOLLOWING
PROVISIONS:
(B)
TYPE OF OPTION.
IF OPTIONS ARE GRANTED PURSUANT TO THE PLAN THEY
WILL BE NONSTATUTORY STOCK OPTIONS AND, EXCEPT AS OTHERWISE PROVIDED HEREIN,
WILL BE SUBJECT TO THE OTHER TERMS AND CONDITIONS OF THE PLAN.
(C)
ELIGIBILITY FOR AWARDS.
AN OUTSIDE DIRECTOR IS ELIGIBLE FOR
AWARDS UNDER THE PLAN (IS AN "ELIGIBLE OUTSIDE DIRECTOR") IF SUCH PERSON:
(I)
IS FIRST ELECTED AS AN OUTSIDE DIRECTOR ON OR FOLLOWING THE DATE THIS
PLAN IS ADOPTED BY THE BOARD; OR
(II)
IS DESIGNATED BY THE BOARD OF DIRECTORS AS AN ELIGIBLE OUTSIDER DIRECTOR.
(D)
INITIAL OPTION AWARD.