ADMINISTERED BY THE
ADMINISTRATOR AND, EXCEPT FOR THE POWERS EXPRESSLY RESERVED TO THE BOARD AND THE
COMMITTEE, THE ADMINISTRATOR SHALL HAVE ALL OF THE ADMINISTRATIVE POWERS UNDER
PLAN.
NOTWITHSTANDING THE FORGOING, EXCEPT AS PROVIDED IN SECTION 13, THE
ADMINISTRATOR SHALL ONLY EXERCISE NONDISCRETIONARY AND PURELY MINISTERIAL
AUTHORITY HEREUNDER.
(B)
THE ADMINISTRATOR, FROM TIME TO TIME, MAY
ADOPT RULES AND REGULATIONS FOR CARRYING OUT THE ADMINISTRATIVE PURPOSES OF THE
PLAN.
THE DETERMINATIONS UNDER, AND THE INTERPRETATIONS OF, ANY PROVISION OF
THE PLAN OR AN AWARD BY THE COMMITTEE (OR THE ADMINISTRATOR IN THE EXERCISE OF
ITS ADMINISTRATIVE AUTHORITY) SHALL, IN ALL CASES, BE IN ITS SOLE DISCRETION,
AND SHALL BE FINAL AND CONCLUSIVE.
(C)
ANY AND ALL DETERMINATIONS AND
INTERPRETATIONS OF THE COMMITTEE (AND THE ADMINISTRATOR SOLELY IN THE EXERCISE
OF ADMINISTRATIVE AUTHORITY) SHALL BE MADE EITHER (I) BY A MAJORITY VOTE OF THE
MEMBERS AT A MEETING DULY CALLED, WITH AT LEAST 2 DAYS PRIOR NOTICE, OR (II)
WITHOUT A MEETING, BY THE WRITTEN APPROVAL OF ALL MEMBERS.
(D)
NO MEMBER OF THE COMMITTEE, OR THE
ADMINISTRATOR, SHALL BE LIABLE FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY
SUCH MEMBER OR BY ANY OTHER MEMBER OF THE COMMITTEE OR BY THE ADMINISTRATOR WITH
RESPECT TO THE PLAN, AND TO THE EXTENT OF LIABILITIES NOT OTHERWISE INSURED
UNDER A POLICY PURCHASED BY THE COMPANY, THE COMPANY DOES HEREBY INDEMNIFY AND
AGREE TO DEFEND AND SAVE HARMLESS ANY MEMBER OF THE COMMITTEE, AND THE
ADMINISTRATOR, WITH RESPECT TO ANY LIABILITIES ASSERTED OR INCURRED IN
CONNECTION WITH THE EXERCISE AND PERFORMANCE OF THEIR POWERS AND DUTIES
HEREUNDER, UNLESS SUCH LIABILITIES ARE JUDICIALLY DETERMINED TO HAVE ARISEN OUT
OF SUCH PERSON'S GROSS NEGLIGENCE, FRAUD OR BAD FAITH.
SUCH INDEMNIFICATION
SHALL INCLUDE ATTORNEY'S FEES AND ALL OTHER COSTS AND EXPENSES REASONABLY
INCURRED IN DEFENSE OF ANY ACTION ARISING FROM SUCH ACT OF COMMISSION OR
OMISSION.
NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE COMPANY'S ABILITY TO
INSURE ITSELF WITH RESPECT TO ITS OBLIGATIONS HEREUNDER.
(E)
IN PARTICULAR, AND WITHOUT LIMITATION,
EXCEPT FOR THE AUTHORITY GRANTED TO THE ADMINISTRATOR UNDER SECTION 13, THE
COMMITTEE SHALL HAVE THE SOLE AUTHORITY, CONSISTENT WITH THE TERMS OF THE PLAN:
12
(I)
TO DETERMINE WHETHER AND TO WHAT EXTENT
AWARDS ARE TO BE GRANTED HEREUNDER TO ONE OR MORE ELIGIBLE PERSONS;
(II)
TO DETERMINE THE NUMBER OF RESERVED SHARES
TO BE COVERED BY EACH SUCH AWARD GRANTED HEREUNDER;
(III)
TO DETERMINE THE TERMS AND CONDITIONS OF ANY
AWARD GRANTED HEREUNDER, AND TO AMEND OR WAIVE ANY SUCH TERMS AND CONDITIONS
EXCEPT TO THE EXTENT, IF ANY, EXPRESSLY PROHIBITED BY THE PLAN;
(IV)
TO DETERMINE WHETHER AND UNDER WHAT
CIRCUMSTANCES AN OPTION MAY BE SETTLED IN RESTRICTED SHARES INSTEAD OF RESERVED
SHARES;
(V)
TO DETERMINE WHETHER, TO WHAT EXTENT, AND
UNDER WHAT CIRCUMSTANCES AWARDS UNDER THE PLAN ARE TO BE MADE, AND OPERATE, ON A
TANDEM BASIS VIS-A-VIS OTHER AWARDS UNDER THE PLAN; AND
(VI)
TO DETERMINE (OR TO DELEGATE TO THE
ADMINISTRATOR THE AUTHORITY TO DETERMINE) WHETHER