SERVICE PROVIDERS TO WHOM OPTIONS MAY BE GRANTED
HEREUNDER;
(III)
TO DETERMINE WHETHER AND TO WHAT EXTENT OPTIONS ARE GRANTED
HEREUNDER;
(IV)
TO DETERMINE THE NUMBER OF SHARES OF COMMON STOCK TO BE COVERED BY
EACH OPTION GRANTED HEREUNDER;
(V)
TO APPROVE FORMS OF AGREEMENT FOR USE UNDER THE PLAN;
(VI)
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 PRICE, THE TIME OR TIMES WHEN
OPTIONS MAY BE EXERCISED (WHICH MAY BE BASED ON PERFORMANCE CRITERIA), ANY
VESTING ACCELERATION OR WAIVER OF FORFEITURE RESTRICTIONS, AND ANY RESTRICTION
OR LIMITATION REGARDING ANY OPTION
OR THE SHARES OF COMMON STOCK RELATING
THERETO, BASED IN EACH CASE ON SUCH FACTORS AS THE ADMINISTRATOR, IN ITS SOLE
DISCRETION, SHALL DETERMINE;
(VII)
TO REDUCE THE EXERCISE PRICE OF ANY OPTION TO THE THEN CURRENT
FAIR MARKET VALUE IF THE FAIR MARKET VALUE OF THE COMMON STOCK COVERED BY SUCH
OPTION SHALL HAVE DECLINED SINCE THE DATE THE OPTION WAS GRANTED;
(VIII)
TO INSTITUTE AN OPTION EXCHANGE PROGRAM;
(IX)
TO CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND AWARDS
GRANTED PURSUANT TO THE PLAN;
(X)
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;
(XI)
TO MODIFY OR AMEND EACH OPTION (SUBJECT TO SECTION 14(B) OF THE
PLAN), INCLUDING THE DISCRETIONARY AUTHORITY TO EXTEND THE POST-TERMINATION
EXERCISABILITY PERIOD OF OPTIONS LONGER THAN IS OTHERWISE PROVIDED FOR IN THE
PLAN;
(XII)
TO AUTHORIZE ANY PERSON TO EXECUTE ON BEHALF OF THE COMPANY ANY
INSTRUMENT REQUIRED TO EFFECT THE GRANT OF AN OPTION PREVIOUSLY GRANTED BY THE
ADMINISTRATOR;
(XIII)
TO DETERMINE THE TERMS AND RESTRICTIONS APPLICABLE TO OPTIONS;
(XIV)
TO ALLOW OPTIONEES TO SATISFY WITHHOLDING TAX OBLIGATIONS BY
ELECTING TO HAVE THE COMPANY WITHHOLD FROM THE SHARES TO BE ISSUED UPON EXERCISE
OF AN OPTION 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 AN OPTIONEE TO HAVE SHARES WITHHELD FOR
THIS PURPOSE SHALL BE MADE IN SUCH FORM AND UNDER SUCH CONDITIONS AS THE
ADMINISTRATOR MAY DEEM NECESSARY OR ADVISABLE; AND
(XV)
TO MAKE ALL OTHER DETERMINATIONS DEEMED NECESSARY OR ADVISABLE FOR
ADMINISTERING THE PLAN.
(C)
EFFECT OF ADMINISTRATOR'S DECISION.
THE ADMINISTRATOR'S
DECISIONS, DETERMINATIONS AND INTERPRETATIONS SHALL BE FINAL AND BINDING ON ALL
OPTIONEES AND ANY OTHER HOLDERS OF OPTIONS.
5.
ELIGIBILITY.
OPTIONS MAY BE GRANTED TO SERVICE PROVIDERS;
PROVIDED, HOWEVER, THAT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN
THE PLAN, OPTIONS MAY NOT BE GRANTED TO OFFICERS AND DIRECTORS.
6.
LIMITATION.
NEITHER THE PLAN NOR ANY OPTION SHALL CONFER UPON AN
OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUING THE