CODE.
(III)
RULE 16B-3.
TO THE EXTENT DESIRABLE TO QUALIFY TRANSACTIONS HEREUNDER AS
EXEMPT UNDER RULE 16B-3, THE TRANSACTIONS CONTEMPLATED HEREUNDER WILL BE
STRUCTURED TO SATISFY THE REQUIREMENTS FOR EXEMPTION UNDER RULE 16B-3.
(IV)
OTHER ADMINISTRATION.
OTHER THAN AS PROVIDED ABOVE, THE PLAN WILL BE
ADMINISTERED BY (A) THE BOARD OR (B) A COMMITTEE, WHICH COMMITTEE WILL BE
CONSTITUTED TO SATISFY APPLICABLE LAWS.
(B)
POWERS OF THE ADMINISTRATOR.
SUBJECT TO THE PROVISIONS OF THE
PLAN, AND IN THE CASE OF A COMMITTEE, SUBJECT TO THE SPECIFIC DUTIES DELEGATED
BY THE BOARD TO SUCH COMMITTEE, THE ADMINISTRATOR WILL HAVE THE AUTHORITY, IN
ITS DISCRETION:
(I)
TO DETERMINE THE FAIR MARKET VALUE;
(II)
TO SELECT THE SERVICE PROVIDERS TO WHOM AWARDS MAY BE GRANTED HEREUNDER;
6
(III)
TO DETERMINE THE TERMS AND CONDITIONS, NOT INCONSISTENT WITH THE TERMS OF
THE PLAN, OF ANY AWARD GRANTED HEREUNDER;
(IV)
TO CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND AWARDS GRANTED
PURSUANT TO THE PLAN;
(V)
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 SATISFYING APPLICABLE FOREIGN LAWS;
(VI)
TO MODIFY OR AMEND EACH AWARD (SUBJECT TO SECTION 19(C) OF THE PLAN).
NOTWITHSTANDING THE PREVIOUS SENTENCE, THE ADMINISTRATOR MAY NOT: (A) MODIFY OR
AMEND AN OPTION OR STOCK APPRECIATION RIGHT TO REDUCE THE EXERCISE PRICE OF SUCH
OPTION OR STOCK APPRECIATION RIGHT AFTER IT HAS BEEN GRANTED (EXCEPT FOR
ADJUSTMENTS MADE PURSUANT TO SECTION 14), (B) CANCEL ANY OUTSTANDING OPTION OR
STOCK APPRECIATION RIGHT AND IMMEDIATELY REPLACE IT WITH A NEW OPTION OR STOCK
APPRECIATION RIGHT WITH A LOWER EXERCISE PRICE, OR (C) ACCELERATE THE VESTING
PROVISIONS CONTAINED IN SECTIONS 8(E), 9(B), OR 10(C) OTHER THAN UPON OR IN
CONNECTION WITH A CHANGE IN CONTROL OR UPON OR IN CONNECTION WITH A
PARTICIPANT'S TERMINATION OF SERVICE DUE TO DEATH, DISABILITY OR RETIREMENT;
(VII) TO AUTHORIZE ANY PERSON TO EXECUTE ON BEHALF OF THE COMPANY ANY INSTRUMENT
REQUIRED TO EFFECT THE GRANT OF AN AWARD PREVIOUSLY GRANTED BY THE
ADMINISTRATOR;
(viii)
to allow a Participant to defer the receipt of the payment of cash or
the delivery of Shares that would otherwise be due to such Participant under an
Award pursuant to such procedures as the Administrator may determine; and
(IX)
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 WILL BE FINAL AND BINDING ON ALL
PARTICIPANTS AND ANY OTHER HOLDERS OF AWARDS.
5.
ELIGIBILITY.
NONSTATUTORY STOCK OPTIONS, RESTRICTED STOCK,
RESTRICTED STOCK UNITS, STOCK APPRECIATION RIGHTS, PERFORMANCE UNITS,
PERFORMANCE SHARES AND SUCH OTHER CASH OR STOCK AWARDS AS THE ADMINISTRATOR
DETERMINES MAY BE GRANTED TO SERVICE PROVIDERS.
INCENTIVE STOCK OPTIONS MAY BE
GRANTED ONLY TO EMPLOYEES OF THE COMPANY OR ANY PARENT OR SUBSIDIARY OF THE
COMPANY.
6.
STOCK OPTIONS.
(A)
LIMITATIONS.
(I)
EACH OPTION WILL BE DESIGNATED IN THE AWARD AGREEMENT AS EITHER AN
INCENTIVE STOCK OPTION OR A NONSTATUTORY STOCK