THE PLAN; PROVIDED, HOWEVER, THAT A
NON-EMPLOYEE DIRECTOR OF THE CORPORATION OR ONE OF ITS SUBSIDIARIES MAY NOT BE A
PARTICIPANT.
(M)
"SUBSIDIARY" SHALL MEAN ANY CORPORATION IN AN
UNBROKEN CHAIN OF CORPORATIONS BEGINNING WITH THE CORPORATION IF EACH OF THE
CORPORATIONS, OR GROUP OF COMMONLY CONTROLLED CORPORATIONS, OTHER THAN THE LAST
CORPORATION IN THE UNBROKEN CHAIN THEN OWNS STOCK POSSESSING 50% OR MORE OF THE
TOTAL COMBINED VOTING POWER OF ALL CLASSES OF STOCK IN ONE OF THE OTHER
CORPORATIONS IN SUCH CHAIN.
3.
ADMINISTRATION OF PLAN
(A) THE PLAN SHALL BE ADMINISTERED BY THE COMMITTEE.
NONE OF THE MEMBERS OF THE
COMMITTEE SHALL BE ELIGIBLE TO BE SELECTED FOR GRANTS UNDER THE PLAN, OR HAVE
BEEN SO ELIGIBLE FOR SELECTION WITHIN ONE YEAR PRIOR THERETO; PROVIDED, HOWEVER,
THAT THE MEMBERS OF THE COMMITTEE SHALL QUALIFY TO ADMINISTER THE PLAN FOR
PURPOSES OF RULE 16B-3 (AND ANY OTHER APPLICABLE RULE) PROMULGATED UNDER SECTION
16(B) OF THE EXCHANGE ACT TO THE EXTENT THAT THE CORPORATION IS SUBJECT TO SUCH
RULE.
THE COMMITTEE MAY ADOPT ITS OWN RULES OF PROCEDURE, AND ACTION OF A
MAJORITY OF THE MEMBERS OF THE COMMITTEE TAKEN AT A MEETING, OR ACTION TAKEN
WITHOUT A MEETING BY UNANIMOUS WRITTEN CONSENT, SHALL CONSTITUTE ACTION BY THE
COMMITTEE.
THE COMMITTEE SHALL HAVE THE POWER AND AUTHORITY TO ADMINISTER,
CONSTRUE AND INTERPRET THE PLAN, TO MAKE RULES FOR CARRYING IT OUT AND TO MAKE
CHANGES IN SUCH RULES.
ANY SUCH INTERPRETATIONS, RULES AND ADMINISTRATION SHALL
BE CONSISTENT WITH THE BASIC PURPOSES OF THE PLAN.
(B) THE COMMITTEE MAY DELEGATE TO THE CHIEF EXECUTIVE OFFICER AND TO OTHER
SENIOR OFFICERS OF THE CORPORATION ITS DUTIES UNDER THE PLAN SUBJECT TO SUCH
CONDITIONS AND LIMITATIONS AS THE COMMITTEE SHALL PRESCRIBE EXCEPT THAT ONLY THE
COMMITTEE MAY DESIGNATE AND MAKE GRANTS TO PARTICIPANTS WHO ARE SUBJECT TO
SECTION 16 OF THE EXCHANGE ACT.
(C) THE COMMITTEE MAY EMPLOY ATTORNEYS, CONSULTANTS, ACCOUNTANTS, APPRAISERS,
BROKERS OR OTHER PERSONS.
THE COMMITTEE, THE CORPORATION, AND THE OFFICERS AND
DIRECTORS OF THE CORPORATION SHALL BE ENTITLED TO RELY UPON THE ADVICE, OPINIONS
OR VALUATIONS OF ANY SUCH PERSONS.
ALL ACTIONS TAKEN AND ALL INTERPRETATIONS
AND DETERMINATIONS MADE BY THE COMMITTEE IN GOOD FAITH SHALL BE FINAL AND
BINDING UPON ALL PARTICIPANTS, THE CORPORATION AND ALL OTHER INTERESTED
PERSONS.
NO MEMBER OF THE COMMITTEE SHALL BE PERSONALLY LIABLE FOR ANY ACTION,
DETERMINATION OR INTERPRETATION MADE IN GOOD FAITH WITH RESPECT TO THE PLAN OR
GRANTS, AND ALL MEMBERS OF THE COMMITTEE SHALL BE FULLY PROTECTED BY THE
CORPORATION WITH RESPECT TO ANY SUCH ACTION, DETERMINATION OR INTERPRETATION.
2
4.
ELIGIBILITY
The Committee may from time to time make Grants under the Plan to such Key
Employees, or other persons having a unique relationship with Corporation or any
of its Subsidiaries, and in such form and having such terms, conditions and
limitations as the Committee may determine.
No Grants may be made under this
Plan to non-employee directors of the Corporation or any of its Subsidiaries.
The terms,