TO SUCH AWARDS.
(C)
POWERS OF THE ADMINISTRATOR. THE
ADMINISTRATOR SHALL HAVE FULL POWER AND AUTHORITY, SUBJECT TO SUCH RESOLUTIONS,
NOT INCONSISTENT WITH THE PROVISIONS OF THE PLAN, AS MAY BE ADOPTED FROM TIME TO
TIME BY THE BOARD, TO TAKE ALL OTHER ACTIONS NECESSARY TO CARRY OUT THE PURPOSE
AND INTENT OF THE PLAN, INCLUDING, BUT NOT LIMITED TO, THE AUTHORITY TO:
(I)
DETERMINE THE FAIR MARKET VALUE OF THE
COMMON STOCK, IN ACCORDANCE WITH SECTION 2(S) OF THE PLAN;
(II)
SELECT THE DIRECTORS, CONSULTANTS AND
EMPLOYEES TO WHOM AWARDS MAY BE GRANTED HEREUNDER;
(III)
DETERMINE WHETHER AND TO WHAT EXTENT AWARDS
ARE GRANTED HEREUNDER;
(IV)
DETERMINE THE NUMBER OF SHARES OF COMMON STOCK
TO BE COVERED BY EACH AWARD GRANTED HEREUNDER;
(V)
APPROVE FORMS OF AGREEMENT FOR USE UNDER THE
PLAN;
(VI)
DETERMINE THE TERMS AND CONDITIONS, NOT
INCONSISTENT WITH THE TERMS OF THE PLAN, OF ANY AWARD GRANTED HEREUNDER;
(VII)
CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND
AWARDS GRANTED PURSUANT TO THE PLAN AND THE APPLICABLE GRANT AGREEMENTS;
(VIII)
PRESCRIBE, AMEND AND RESCIND RULES AND REGULATIONS
RELATING TO THE PLAN;
(IX)
FOR ANY PURPOSE INCLUDING, BUT NOT LIMITED
TO, QUALIFYING FOR PREFERRED TAX TREATMENT UNDER FOREIGN LAWS OR OTHERWISE
COMPLYING WITH THE STATUTORY OR REGULATORY REQUIREMENTS OF LOCAL OR FOREIGN
JURISDICTIONS, ESTABLISH, AMEND, MODIFY, ADMINISTER OR TERMINATE SUB-PLANS, AND
PRESCRIBE, AMEND AND RESCIND RULES AND REGULATIONS RELATING TO SUCH SUB-PLANS;
6
(X)
MODIFY OR AMEND OUTSTANDING AWARDS
(PROVIDED, HOWEVER, THAT EXCEPT AS PROVIDED IN SECTION 11 OF THE PLAN OR AS
REQUIRED TO ENSURE COMPLIANCE WITH APPLICABLE LAWS, ANY MODIFICATION THAT WOULD
MATERIALLY ADVERSELY AFFECT ANY OUTSTANDING AWARD SHALL NOT BE MADE WITHOUT THE
CONSENT OF THE HOLDER);
(XI)
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; AND
(XII)
MAKE ALL OTHER DETERMINATIONS DEEMED NECESSARY
OR ADVISABLE UNDER OR FOR ADMINISTERING THE PLAN.
(D)
NON-UNIFORM DETERMINATIONS. THE
ADMINISTRATOR'S DETERMINATIONS UNDER THE PLAN (INCLUDING WITHOUT LIMITATION,
DETERMINATIONS OF THE PERSONS TO RECEIVE AWARDS, THE FORM, AMOUNT AND TIMING OF
SUCH AWARDS, THE TERMS AND PROVISIONS OF SUCH AWARDS AND THE GRANT AGREEMENTS
EVIDENCING SUCH AWARDS) NEED NOT BE UNIFORM AND MAY BE MADE BY THE ADMINISTRATOR
SELECTIVELY AMONG PERSONS WHO RECEIVE, OR ARE ELIGIBLE TO RECEIVE, AWARDS UNDER
THE PLAN, WHETHER OR NOT SUCH PERSONS ARE SIMILARLY SITUATED.
(E)
LIMITED LIABILITY. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, NO MEMBER OF THE ADMINISTRATOR SHALL BE LIABLE FOR ANY ACTION
TAKEN OR DECISION MADE IN GOOD FAITH RELATING TO THE PLAN OR ANY AWARD
THEREUNDER.
(F)
INDEMNIFICATION. TO THE MAXIMUM EXTENT
PERMITTED BY LAW AND BY THE COMPANY'S CHARTER AND BY-LAWS, THE ADMINISTRATOR
SHALL BE INDEMNIFIED BY THE COMPANY IN RESPECT OF ALL THEIR ACTIVITIES UNDER THE
PLAN.
(G)
EFFECT OF ADMINISTRATOR'S DECISION. ALL
ACTIONS TAKEN AND DECISIONS AND DETERMINATIONS MADE BY THE ADMINISTRATOR ON ALL
MATTERS RELATING TO THE PLAN PURSUANT TO THE POWERS VESTED IN IT HEREUNDER