APPROVAL HAS BEEN EFFECTED OR OBTAINED FREE OF ANY
CONDITIONS IN A MANNER ACCEPTABLE TO THE ADMINISTRATOR.
(D)
IN THE EVENT THAT THE DISPOSITION OF STOCK ACQUIRED PURSUANT TO
THE PLAN IS NOT COVERED BY A THEN CURRENT REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, AND IS NOT OTHERWISE EXEMPT FROM SUCH REGISTRATION, SUCH SHARES
SHALL BE RESTRICTED AGAINST TRANSFER TO THE EXTENT
10
REQUIRED UNDER THE SECURITIES ACT, AND THE ADMINISTRATOR MAY REQUIRE ANY
INDIVIDUAL RECEIVING SHARES PURSUANT TO THE PLAN, AS A CONDITION PRECEDENT TO
RECEIPT OF SUCH SHARES, TO REPRESENT TO THE COMPANY IN WRITING THAT SUCH SHARES
WILL BE DISPOSED OF ONLY IF REGISTERED FOR SALE UNDER THE SECURITIES ACT OR IF
THERE IS AN AVAILABLE EXEMPTION FOR SUCH DISPOSITION.
15.
INTERPRETATION AND AMENDMENTS, OTHER RULES.
15.1.
THE ADMINISTRATOR MAY MAKE SUCH RULES AND REGULATIONS AND ESTABLISH
SUCH PROCEDURES FOR THE ADMINISTRATION OF THE PLAN AS IT DEEMS APPROPRIATE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE ADMINISTRATOR MAY
(I) DETERMINE THE EXTENT, IF ANY, TO WHICH OPTIONS SHALL BE FORFEITED (WHETHER
OR NOT SUCH FORFEITURE IS EXPRESSLY CONTEMPLATED HEREUNDER); (II) INTERPRET THE
PLAN AND THE GRANT LETTERS HEREUNDER, WITH SUCH INTERPRETATIONS TO BE CONCLUSIVE
AND BINDING ON ALL PERSONS AND OTHERWISE ACCORDED THE MAXIMUM DEFERENCE
PERMITTED BY LAW, PROVIDED THAT THE ADMINISTRATOR'S INTERPRETATION SHALL NOT BE
ENTITLED TO DEFERENCE ON AND AFTER A CHANGE OF CONTROL EXCEPT TO THE EXTENT THAT
SUCH INTERPRETATIONS ARE MADE EXCLUSIVELY BY MEMBERS OF THE ADMINISTRATOR WHO
ARE INDIVIDUALS WHO SERVED AS ADMINISTRATOR MEMBERS BEFORE THE CHANGE OF
CONTROL; AND (III) TAKE ANY OTHER ACTIONS AND MAKE ANY OTHER DETERMINATIONS OR
DECISIONS THAT IT DEEMS NECESSARY OR APPROPRIATE IN CONNECTION WITH THE PLAN OR
THE ADMINISTRATION OR INTERPRETATION THEREOF.
UNLESS OTHERWISE EXPRESSLY
PROVIDED HEREUNDER, THE ADMINISTRATOR, WITH RESPECT TO ANY GRANT, MAY EXERCISE
ITS DISCRETION HEREUNDER AT THE TIME OF THE GRANT OR THEREAFTER.
IN THE EVENT
OF ANY DISPUTE OR DISAGREEMENT AS TO THE INTERPRETATION OF THE PLAN OR OF ANY
RULE, REGULATION OR PROCEDURE, OR AS TO ANY QUESTION, RIGHT OR OBLIGATION
ARISING FROM OR RELATED TO THE PLAN, THE DECISION OF THE ADMINISTRATOR, EXCEPT
AS PROVIDED IN CLAUSE (II) OF THE FOREGOING SENTENCE, SHALL BE FINAL AND BINDING
UPON ALL PERSONS.
THE BOARD MAY AMEND THE PLAN AS IT SHALL DEEM ADVISABLE,
EXCEPT THAT NO AMENDMENT MAY ADVERSELY AFFECT AN OPTIONEE WITH RESPECT TO AN
OPTION PREVIOUSLY GRANTED UNLESS SUCH AMENDMENTS ARE REQUIRED IN ORDER TO COMPLY
WITH APPLICABLE LAWS; PROVIDED THAT THE BOARD MAY NOT MAKE ANY AMENDMENT IN THE
PLAN THAT WOULD, IF SUCH AMENDMENT WERE NOT APPROVED BY THE HOLDERS OF THE
COMMON STOCK, CAUSE THE PLAN TO FAIL TO COMPLY WITH ANY REQUIREMENT OF
APPLICABLE LAW OR REGULATION, UNLESS AND UNTIL THE APPROVAL OF THE HOLDERS OF
SUCH COMMON STOCK IS OBTAINED. IN ADDITION, EXCEPT PURSUANT TO SECTION 16 BELOW,
NO AMENDMENT SHALL BE EFFECTIVE WITHOUT THE APPROVAL OF THE HOLDERS OF THE
COMMON STOCK THAT RESULTS IN (1) ANY MATERIAL INCREASE IN