CODE, THE PLAN SHALL BE ADMINISTERED BY A COMPENSATION 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 SHALL BE STRUCTURED TO SATISFY THE REQUIREMENTS FOR
EXEMPTION UNDER RULE 16B-3.
(IV)
OTHER ADMINISTRATION.
OTHER THAN AS PROVIDED
ABOVE, THE PLAN SHALL BE ADMINISTERED BY (A) THE COMPENSATION COMMITTEE, OR (B)
A DIFFERENT COMMITTEE, IN EITHER CASE WHICH SHALL BE CONSTITUTED TO SATISFY
APPLICABLE LAWS.
GRANTS TO INDEPENDENT DIRECTORS UNDER SECTION 11 OF THE PLAN
SHALL BE ADMINISTERED BY THE COMPANY'S INSIDE DIRECTORS.
(B)
POWERS OF THE ADMINISTRATOR.
SUBJECT TO THE
PROVISIONS OF THE PLAN THE ADMINISTRATOR SHALL 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 NUMBER OF SHARES OF COMMON
STOCK TO BE COVERED BY EACH AWARD GRANTED HEREUNDER;
(IV)
TO APPROVE FORMS OF AGREEMENT FOR USE UNDER
THE PLAN;
5
(V)
TO DETERMINE THE TERMS AND CONDITIONS, NOT
INCONSISTENT WITH THE TERMS OF THE PLAN, OF ANY AWARD GRANTED HEREUNDER.
SUCH
TERMS AND CONDITIONS INCLUDE, BUT ARE NOT LIMITED TO, THE EXERCISE OR PURCHASE
PRICE, THE TIME OR TIMES WHEN AWARDS MAY BE VESTED, EXERCISED, PURCHASED OR
GRANTED (WHICH MAY BE BASED ON PERFORMANCE CRITERIA), ANY VESTING ACCELERATION
OR WAIVER OF FORFEITURE RESTRICTIONS OR REPURCHASE RIGHTS, AND ANY RESTRICTION
OR LIMITATION REGARDING ANY AWARD OR THE SHARES OF COMMON STOCK RELATING
THERETO, BASED IN EACH CASE ON SUCH FACTORS AS THE ADMINISTRATOR, IN ITS SOLE
DISCRETION, SHALL DETERMINE;
(VI)
TO CONSTRUE AND INTERPRET THE TERMS OF THE
PLAN AND AWARDS GRANTED PURSUANT TO THE PLAN, INCLUDING, BUT NOT LIMITED TO, A
DETERMINATION OF A PARTICIPANT'S DATE OF TERMINATION WITH RESPECT TO ANY AWARD
GRANTED UNDER THE PLAN;
(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, SATISFYING FOREIGN SECURITIES LAW OR ACHIEVING OTHER
FOREIGN LEGAL COMPLIANCE OBJECTIVES;
(VIII)
TO MODIFY OR AMEND EACH AWARD (SUBJECT TO SECTION
16 OF THE PLAN), INCLUDING THE DISCRETIONARY AUTHORITY TO EXTEND THE
POST-TERMINATION VESTING OR EXERCISABILITY OF AWARDS LONGER THAN IS OTHERWISE
PROVIDED FOR IN THE PLAN;
(IX)
TO ALLOW PARTICIPANTS TO SATISFY WITHHOLDING
TAX OBLIGATIONS BY ELECTING TO HAVE THE COMPANY WITHHOLD FROM THE SHARES TO BE
ISSUED UPON EXERCISE OF AN OPTION OR SAR OR UPON THE VESTING OR EARLIER TAX
RECOGNITION OF RESTRICTED STOCK THAT NUMBER OF SHARES HAVING A FAIR MARKET VALUE
EQUAL TO THE AMOUNT REQUIRED TO BE WITHHELD.
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 A PARTICIPANT TO HAVE SHARES
WITHHELD FOR THIS PURPOSE SHALL BE MADE IN