STOCK IN ONE OF THE OTHER
CORPORATIONS IN THE CHAIN.
(EE)
"PARTICIPANT" MEANS ANY ELIGIBLE RECIPIENT SELECTED BY THE
ADMINISTRATOR, PURSUANT TO THE ADMINISTRATOR'S AUTHORITY IN SECTION 3 BELOW, TO
RECEIVE AN AWARD.
(FF)
"PERSON" MEANS AN INDIVIDUAL, CORPORATION, PARTNERSHIP, LIMITED
LIABILITY COMPANY, JOINT VENTURE, ASSOCIATION, TRUST, UNINCORPORATED
ORGANIZATION, OTHER ENTITY OR "GROUP" (AS DEFINED IN THE EXCHANGE ACT).
(GG)
"PLAN" HAS THE MEANING SET FORTH TO IT IN SECTION 1 HEREOF.
(HH)
"RELATED RIGHTS" HAS THE MEANING SET FORTH IN SECTION 8 HEREOF.
(II)
"RELATED STOCK APPRECIATION RIGHTS" HAS THE MEANING SET FORTH IN
SECTION 8 HEREOF.
(JJ)
"RESTRICTED PERIOD" HAS THE MEANING SET FORTH IN SECTION 9
HEREOF.
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(KK)
"RESERVED SHARES" HAS THE MEANING SET FORTH IN SECTION 4 HEREOF.
(LL)
"RESTRICTED STOCK" MEANS SHARES OF STOCK SUBJECT TO CERTAIN
RESTRICTIONS GRANTED PURSUANT TO SECTION 9 BELOW.
(MM)
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED.
(NN)
"STOCK" MEANS THE COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF THE
COMPANY.
(OO)
"STOCK APPRECIATION RIGHT" MEANS THE RIGHT PURSUANT TO AN AWARD
GRANTED UNDER SECTION 8 BELOW TO RECEIVE AN AMOUNT EQUAL TO THE EXCESS, IF ANY,
OF (A) THE FAIR MARKET VALUE, AS OF THE DATE SUCH STOCK APPRECIATION RIGHT OR
PORTION THEREOF IS SURRENDERED, OF THE SHARES OF STOCK COVERED BY SUCH RIGHT OR
SUCH PORTION THEREOF, OVER (B) THE AGGREGATE EXERCISE PRICE OF THE SHARES OF
STOCK COVERED BY SUCH RIGHT OR SUCH PORTION THEREOF.
(PP)
"STOCK OPTION" MEANS AN OPTION TO PURCHASE SHARES OF STOCK GRANTED
PURSUANT TO SECTION 7 BELOW.
(QQ)
"SUBSIDIARY" MEANS ANY CORPORATION OR OTHER ENTITY (OTHER THAN THE
COMPANY) IN WHICH THE COMPANY HAS A CONTROLLING INTEREST, EITHER DIRECTLY OR
INDIRECTLY.
SECTION 3.
ADMINISTRATION.
(A)
THE PLAN SHALL BE ADMINISTERED IN ACCORDANCE WITH THE REQUIREMENTS
OF SECTION 162(M) OF THE CODE (BUT ONLY TO THE EXTENT NECESSARY AND DESIRABLE TO
MAINTAIN QUALIFICATION OF AWARDS UNDER THE PLAN UNDER SECTION 162(M) OF THE
CODE) AND, TO THE EXTENT APPLICABLE, RULE 16B-3 UNDER THE EXCHANGE ACT BY THE
BOARD OR, AT THE BOARD'S SOLE DISCRETION, BY THE COMMITTEE, WHICH SHALL BE
APPOINTED BY THE BOARD, AND WHICH SHALL SERVE AT THE PLEASURE OF THE BOARD.
(B)
THE ADMINISTRATOR SHALL HAVE THE POWER AND AUTHORITY TO GRANT
STOCK OPTIONS, STOCK APPRECIATION RIGHTS, RESTRICTED STOCK, STOCK, OTHER AWARDS
OR ANY
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combination of the foregoing hereunder to Eligible Recipients pursuant to the
terms of the Plan.
In particular, but without limitation, the Administrator
shall have the authority:
(I)
TO SELECT THOSE ELIGIBLE RECIPIENTS WHO SHALL BE PARTICIPANTS;
(II)
TO DETERMINE WHETHER AND TO WHAT EXTENT AWARDS ARE TO BE GRANTED
HEREUNDER TO PARTICIPANTS;
(III)
TO DETERMINE THE NUMBER OF SHARES OF STOCK TO BE COVERED BY EACH
AWARD GRANTED HEREUNDER;
(IV)
TO DETERMINE THE TERMS AND CONDITIONS, NOT INCONSISTENT WITH THE
TERMS OF THE PLAN, OF EACH AWARD GRANTED HEREUNDER, INCLUDING THE WAIVER OR
MODIFICATION OF ANY SUCH TERMS OR CONDITIONS;
(V)
TO DETERMINE THE TERMS AND CONDITIONS, NOT INCONSISTENT