TERM
OR A SIMILAR TERM IN A PERSON'S EMPLOYMENT, CONSULTING OR OTHER AGREEMENT WITH
THE CORPORATION, OR IN THE ABSENCE THEREOF
(A) GROSS OR HABITUAL FAILURE TO PERFORM THE PERSON'S ASSIGNED DUTIES THAT IS
NOT CORRECTED WITHIN FIFTEEN (15) DAYS OF WRITTEN NOTICE TO SUCH PERSON THEREOF;
OR
(B) MISCONDUCT, INCLUDING, BUT NOT LIMITED TO: (I) CONVICTION OF A CRIME, OR
ENTRY OF A PLEA OF NOLO CONTENDERE WITH REGARD TO A CRIME, INVOLVING MORAL
TURPITUDE OR DISHONESTY, (II) ILLEGAL DRUG USE OR ALCOHOL ABUSE ON CORPORATION
PREMISES OR AT A CORPORATION SPONSORED EVENT, (III) CONDUCT BY THE PERSON WHICH
IN THE GOOD FAITH AND REASONABLE DETERMINATION OF THE BOARD DEMONSTRATES GROSS
UNFITNESS TO SERVE, (IV) PARTICIPATION IN A FRAUD OR ACT OF DISHONESTY AGAINST
THE CORPORATION, OR (V) INTENTIONAL, MATERIAL VIOLATION BY THE PERSON OF ANY
CONTRACT BETWEEN THE PERSON AND THE CORPORATION.
ARTICLE 3.
ADMINISTRATION
3.1
THE ADMINISTRATOR.
THE PLAN SHALL BE ADMINISTERED BY THE BOARD OR A
COMMITTEE OF THE BOARD TO WHICH THE BOARD HAS DELEGATED ADMINISTRATION OF THE
PLAN.
ANY SUCH COMMITTEE SHALL BE COMPOSED OF TWO OR MORE MEMBERS OF THE BOARD,
ALL OF WHOM ARE (A) "NON-EMPLOYEE DIRECTORS" AS SUCH TERM IS DEFINED UNDER THE
RULES AND REGULATIONS ADOPTED FROM TIME TO TIME BY THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO SECTION 16(B) OF THE EXCHANGE ACT, AND (B) "OUTSIDE
DIRECTORS" WITHIN THE MEANING OF CODE SECTION 162(M).
THE BOARD MAY FROM TIME
TO TIME REMOVE MEMBERS FROM, OR ADD MEMBERS TO, SUCH COMMITTEE.
VACANCIES ON
SUCH COMMITTEE, HOWEVER CAUSED, SHALL BE FILLED BY THE BOARD.
THE BOARD MAY AT
ANY TIME, AND FROM TIME TO TIME, REVEST IN ITSELF THE ADMINISTRATION OF THE
PLAN.
3.2
POWERS OF THE ADMINISTRATOR.
(A)
THE ADMINISTRATOR SHALL BE VESTED WITH FULL AUTHORITY TO MAKE SUCH
RULES AND REGULATIONS AS IT DEEMS NECESSARY OR DESIRABLE TO ADMINISTER THE PLAN
AND TO INTERPRET THE PROVISIONS OF THE PLAN.
ANY DETERMINATION, DECISION, OR
ACTION OF THE ADMINISTRATOR IN CONNECTION WITH THE CONSTRUCTION, INTERPRETATION,
ADMINISTRATION, OR APPLICATION OF THE PLAN SHALL BE FINAL, CONCLUSIVE, AND
BINDING UPON ALL PARTICIPANTS AND ANY PERSON CLAIMING UNDER OR THROUGH A
PARTICIPANT, UNLESS OTHERWISE DETERMINED BY THE BOARD.
(B)
SUBJECT TO THE TERMS, PROVISIONS AND CONDITIONS OF THE PLAN, THE
ADMINISTRATOR SHALL HAVE EXCLUSIVE JURISDICTION TO:
(I)
DETERMINE AND SELECT THE INDIVIDUALS TO BE GRANTED AWARDS (IT BEING
UNDERSTOOD THAT MORE THAN ONE AWARD MAY BE GRANTED TO THE SAME PERSON);
(II)
DETERMINE THE NUMBER OF SHARES SUBJECT TO EACH AWARD;
(III)
DETERMINE THE DATE OR DATES WHEN THE AWARDS WILL BE GRANTED;
(IV)
DETERMINE THE EXERCISE PRICE OF SHARES SUBJECT TO AN OPTION IN
ACCORDANCE WITH ARTICLE 6;
(V)
DETERMINE THE DATE OR DATES WHEN AN OPTION MAY BE EXERCISED WITHIN THE
TERM OF THE OPTION SPECIFIED PURSUANT TO ARTICLE 7;
(VI)
DETERMINE WHETHER AN OPTION CONSTITUTES AN INCENTIVE STOCK OPTION OR A
NONQUALIFIED STOCK OPTION;
(VII)
DETERMINE THE REFERENCE VALUE APPLICABLE TO SARS;
(VIII)
DETERMINE ANY PERFORMANCE CRITERIA AND ESTABLISH ANY