IN THE PLAN, AT ANY TIME THAT ANY CLASS OF EQUITY
SECURITY OF THE COMPANY IS REGISTERED PURSUANT TO SECTION 12 OF THE EXCHANGE
ACT, THE PLAN SHALL BE ADMINISTERED IN COMPLIANCE WITH THE REQUIREMENTS, IF ANY,
OF RULE 16B-3.
3.4
COMMITTEE COMPLYING WITH SECTION 162(M).
IF THE COMPANY IS A
"PUBLICLY HELD CORPORATION" WITHIN THE MEANING OF SECTION 162(M), THE BOARD MAY
ESTABLISH A COMMITTEE OF "OUTSIDE DIRECTORS" WITHIN THE MEANING OF
SECTION 162(M) TO APPROVE THE GRANT OF ANY AWARD WHICH MIGHT REASONABLY BE
ANTICIPATED TO RESULT IN THE PAYMENT OF EMPLOYEE REMUNERATION THAT WOULD
OTHERWISE EXCEED THE LIMIT ON EMPLOYEE REMUNERATION DEDUCTIBLE FOR INCOME TAX
PURPOSES PURSUANT TO SECTION 162(M).
3.5
POWERS OF THE COMMITTEE.
IN ADDITION TO ANY OTHER POWERS SET
FORTH IN THE PLAN AND SUBJECT TO THE PROVISIONS OF THE PLAN, THE COMMITTEE SHALL
HAVE THE FULL AND FINAL POWER AND AUTHORITY, IN ITS DISCRETION:
(A)
TO DETERMINE THE PERSONS TO WHOM, AND THE TIME OR TIMES AT WHICH,
AWARDS SHALL BE GRANTED AND THE NUMBER OF SHARES OF STOCK OR UNITS TO BE SUBJECT
TO EACH AWARD;
(B)
TO DETERMINE THE TYPE OF AWARD GRANTED AND TO DESIGNATE OPTIONS AS
INCENTIVE STOCK OPTIONS OR NONSTATUTORY STOCK OPTIONS;
6
(C)
TO DETERMINE THE FAIR MARKET VALUE OF SHARES OF STOCK OR OTHER
PROPERTY;
(D)
TO DETERMINE THE TERMS, CONDITIONS AND RESTRICTIONS APPLICABLE TO
EACH AWARD (WHICH NEED NOT BE IDENTICAL) AND ANY SHARES ACQUIRED PURSUANT
THERETO, INCLUDING, WITHOUT LIMITATION, (I) THE EXERCISE OR PURCHASE PRICE OF
SHARES PURCHASED PURSUANT TO ANY AWARD, (II) THE METHOD OF PAYMENT FOR SHARES
PURCHASED PURSUANT TO ANY AWARD, (III) THE METHOD FOR SATISFACTION OF ANY TAX
WITHHOLDING OBLIGATION ARISING IN CONNECTION WITH AWARD, INCLUDING BY THE
WITHHOLDING OR DELIVERY OF SHARES OF STOCK, (IV) THE TIMING, TERMS AND
CONDITIONS OF THE EXERCISABILITY OR VESTING OF ANY AWARD OR ANY SHARES ACQUIRED
PURSUANT THERETO, (V) THE PERFORMANCE AWARD FORMULA AND PERFORMANCE GOALS
APPLICABLE TO ANY AWARD AND THE EXTENT TO WHICH SUCH PERFORMANCE GOALS HAVE BEEN
ATTAINED, (VI) THE TIME OF THE EXPIRATION OF ANY AWARD, (VII) THE EFFECT OF THE
PARTICIPANT'S TERMINATION OF SERVICE ON ANY OF THE FOREGOING, AND (VIII) ALL
OTHER TERMS, CONDITIONS AND RESTRICTIONS APPLICABLE TO ANY AWARD OR SHARES
ACQUIRED PURSUANT THERETO NOT INCONSISTENT WITH THE TERMS OF THE PLAN;
(E)
TO DETERMINE WHETHER AN AWARD OF SARS, RESTRICTED STOCK UNITS,
PERFORMANCE SHARES OR PERFORMANCE UNITS WILL BE SETTLED IN SHARES OF STOCK,
CASH, OR IN ANY COMBINATION THEREOF;
(F)
TO APPROVE ONE OR MORE FORMS OF AWARD AGREEMENT;
(G)
TO AMEND, MODIFY, EXTEND, CANCEL OR RENEW ANY AWARD OR TO WAIVE
ANY RESTRICTIONS OR CONDITIONS APPLICABLE TO ANY AWARD OR ANY SHARES ACQUIRED
PURSUANT THERETO;
(H)
TO ACCELERATE, CONTINUE, EXTEND OR DEFER THE EXERCISABILITY OR
VESTING OF ANY AWARD OR ANY SHARES ACQUIRED PURSUANT THERETO, INCLUDING WITH
RESPECT TO THE PERIOD FOLLOWING A PARTICIPANT'S TERMINATION OF SERVICE;
(I)
TO PRESCRIBE, AMEND OR RESCIND RULES, GUIDELINES AND POLICIES
RELATING TO THE PLAN, OR