Stock Units, Options (which may constitute
incentive stock options or nonstatutory stock options) or stock appreciation
rights.
The Plan shall be governed by, and construed in accordance with, the laws of the
State of Delaware (except their choice-of-law provisions).
ARTICLE II.
ADMINISTRATION.
2.1
COMMITTEE COMPOSITION.
THE COMMITTEE SHALL
ADMINISTER THE PLAN.
THE COMMITTEE SHALL CONSIST EXCLUSIVELY OF TWO OR MORE
DIRECTORS OF THE CORPORATION, WHO SHALL BE APPOINTED BY THE BOARD.
IN ADDITION,
EACH MEMBER OF THE COMMITTEE SHALL MEET THE FOLLOWING REQUIREMENTS:
(A)
ANY LISTING STANDARDS PRESCRIBED BY THE
PRINCIPAL SECURITIES MARKET ON WHICH THE CORPORATION'S EQUITY SECURITIES ARE
TRADED;
(B)
SUCH REQUIREMENTS AS THE INTERNAL REVENUE
SERVICE MAY ESTABLISH FOR OUTSIDE DIRECTORS ACTING UNDER PLANS INTENDED TO
QUALIFY FOR EXEMPTION UNDER SECTION 162(M)(4)(C) OF THE CODE;
(C)
SUCH REQUIREMENTS AS THE SECURITIES AND
EXCHANGE COMMISSION MAY ESTABLISH FOR ADMINISTRATORS ACTING UNDER PLANS INTENDED
TO QUALIFY FOR EXEMPTION UNDER RULE 16B-3 (OR ITS SUCCESSOR) UNDER THE EXCHANGE
ACT; AND
(D)
ANY OTHER REQUIREMENTS IMPOSED BY APPLICABLE
LAW, REGULATIONS OR RULES.
2.2
COMMITTEE RESPONSIBILITIES.
THE COMMITTEE
SHALL (A) SELECT THE EMPLOYEES, OUTSIDE DIRECTORS AND CONSULTANTS WHO ARE TO
RECEIVE AWARDS UNDER THE PLAN, (B) DETERMINE THE TYPE, NUMBER, VESTING
REQUIREMENTS AND OTHER FEATURES AND CONDITIONS OF SUCH AWARDS, (C) INTERPRET THE
PLAN, (D) MAKE ALL OTHER DECISIONS RELATING TO THE OPERATION OF THE PLAN AND
(E) CARRY OUT ANY OTHER DUTIES DELEGATED TO IT BY THE BOARD.
THE COMMITTEE MAY
ADOPT SUCH RULES OR GUIDELINES AS IT DEEMS APPROPRIATE TO IMPLEMENT THE PLAN.
THE COMMITTEE'S DETERMINATIONS UNDER THE PLAN SHALL BE FINAL AND BINDING ON ALL
PERSONS.
2.3
COMMITTEE FOR NON-OFFICER GRANTS.
THE BOARD
MAY ALSO APPOINT A SECONDARY COMMITTEE OF THE BOARD, WHICH SHALL BE COMPOSED OF
ONE OR MORE DIRECTORS OF THE CORPORATION WHO NEED NOT SATISFY THE REQUIREMENTS
OF SECTION 2.1.
SUCH SECONDARY COMMITTEE MAY ADMINISTER THE PLAN WITH RESPECT
TO EMPLOYEES AND CONSULTANTS WHO ARE NOT OUTSIDE DIRECTORS AND ARE NOT
CONSIDERED EXECUTIVE OFFICERS OF THE CORPORATION UNDER SECTION 16 OF THE
EXCHANGE ACT, MAY GRANT AWARDS UNDER THE PLAN TO SUCH EMPLOYEES AND CONSULTANTS
AND MAY DETERMINE ALL FEATURES AND CONDITIONS OF SUCH AWARDS.
WITHIN THE
LIMITATIONS OF THIS SECTION 2.3, ANY REFERENCE IN THE PLAN TO THE COMMITTEE
SHALL INCLUDE SUCH SECONDARY COMMITTEE.
ARTICLE III.
SHARES AVAILABLE FOR
GRANTS.
3.1
BASIC LIMITATION.
SHARES OF COMMON STOCK
ISSUED PURSUANT TO THE PLAN MAY BE AUTHORIZED BUT UNISSUED SHARES OR TREASURY
SHARES.
THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE AWARDED
PURSUANT TO AWARDS GRANTED UNDER THE PLAN SHALL NOT EXCEED (A) 7,200,000 (1)
SHARES PLUS THE NUMBER OF SHARES REMAINING AVAILABLE FOR ISSUANCE UNDER THE 1997
STOCK PLAN AND THE LONG-TERM STOCK OPTION PLAN AND (B) THE ADDITIONAL SHARES OF
COMMON STOCK DESCRIBED IN SECTIONS 3.2 AND 3.4.
THE LIMITATIONS OF THIS
SECTION 3.1 SHALL BE SUBJECT TO ADJUSTMENT PURSUANT TO ARTICLE 11.
THE NUMBER
OF SHARES OF COMMON STOCK THAT ARE SUBJECT TO OPTIONS OR OTHER RIGHTS
OUTSTANDING AT ANY