QUALIFY UNDER RULE 16B-3 OR MEET THE PERFORMANCE-BASED EXCEPTION,
THE PLAN COMMITTEE SHALL CONSIST OF TWO OR MORE DIRECTORS OF THE COMPANY, ALL OF
WHOM QUALIFY AS OUTSIDE DIRECTORS AND "NON-EMPLOYEE DIRECTORS" WITHIN THE
MEANING OF RULE 16B-3.
THE NUMBER OF MEMBERS OF THE PLAN COMMITTEE SHALL FROM
TIME TO TIME BE INCREASED OR DECREASED, AND SHALL BE SUBJECT TO SUCH CONDITIONS,
IN EACH CASE AS THE BOARD DEEMS APPROPRIATE TO PERMIT TRANSACTIONS IN SHARES
PURSUANT TO THE PLAN TO SATISFY SUCH CONDITIONS OF RULE 16B-3 AND THE
PERFORMANCE-BASED EXCEPTION AS THEN IN EFFECT.
(B)
THE BOARD OR THE PLAN COMMITTEE MAY APPOINT AND DELEGATE TO ANOTHER
COMMITTEE ("MANAGEMENT COMMITTEE") ANY OR ALL OF THE AUTHORITY OF THE BOARD OR
THE PLAN COMMITTEE, AS APPLICABLE, WITH RESPECT TO AWARDS TO GRANTEES OTHER THAN
GRANTEES WHO ARE SECTION 16 PERSONS AT THE TIME ANY SUCH DELEGATED AUTHORITY IS
EXERCISED.
WITH RESPECT TO AWARDS THAT ARE INTENDED TO MEET THE
PERFORMANCE-BASED EXCEPTION AND THAT ARE MADE TO A GRANTEE WHO IS EXPECTED TO BE
A COVERED EMPLOYEE, SUCH DELEGATION SHALL NOT INCLUDE ANY AUTHORITY, WHICH IF
EXERCISED BY THE MANAGEMENT COMMITTEE RATHER THAN BY THE PLAN COMMITTEE, WOULD
CAUSE THE GRANTEE'S AWARD TO FAIL TO MEET THE PERFORMANCE-BASED EXCEPTION.
(C)
ANY REFERENCES HEREIN TO "COMMITTEE" ARE REFERENCES TO THE BOARD, OR
THE PLAN COMMITTEE OR THE MANAGEMENT COMMITTEE, AS APPLICABLE.
3.2
POWERS OF COMMITTEE
SUBJECT TO THE EXPRESS PROVISIONS OF THE PLAN, THE COMMITTEE HAS FULL AND FINAL
AUTHORITY AND SOLE DISCRETION AS FOLLOWS:
(A)
TO DETERMINE WHEN, TO WHOM AND IN WHAT TYPES AND AMOUNTS AWARDS
SHOULD BE GRANTED AND THE TERMS AND CONDITIONS APPLICABLE TO EACH AWARD,
INCLUDING THE BENEFIT PAYABLE UNDER ANY SAR, PERFORMANCE UNIT OR PERFORMANCE
SHARE, AND WHETHER OR NOT SPECIFIC AWARDS SHALL BE GRANTED IN CONNECTION WITH
OTHER SPECIFIC AWARDS, AND IF SO WHETHER THEY SHALL BE EXERCISABLE CUMULATIVELY
WITH, OR ALTERNATIVELY TO, SUCH OTHER SPECIFIC AWARDS;
(B)
TO DETERMINE THE AMOUNT, IF ANY, THAT A GRANTEE SHALL PAY FOR
RESTRICTED SHARES, WHETHER TO PERMIT OR REQUIRE THE PAYMENT OF CASH DIVIDENDS
THEREON TO BE DEFERRED AND THE TERMS
9
RELATED THERETO, WHEN RESTRICTED SHARES (INCLUDING RESTRICTED SHARES ACQUIRED
UPON THE EXERCISE OF AN OPTION) SHALL BE FORFEITED AND WHETHER SUCH SHARES SHALL
BE HELD IN ESCROW;
(C)
TO CONSTRUE AND INTERPRET THE PLAN AND TO MAKE ALL DETERMINATIONS
NECESSARY OR ADVISABLE FOR THE ADMINISTRATION OF THE PLAN;
(D)
TO MAKE, AMEND, AND RESCIND RULES RELATING TO THE PLAN, INCLUDING
RULES WITH RESPECT TO THE EXERCISABILITY AND NONFORFEITABILITY OF AWARDS UPON
THE TERMINATION OF AFFILIATION OF A GRANTEE;
(E)
TO DETERMINE THE TERMS AND CONDITIONS OF ALL AWARD AGREEMENTS (WHICH
NEED NOT BE IDENTICAL) AND, WITH THE CONSENT OF THE GRANTEE, TO AMEND ANY SUCH
AWARD AGREEMENT AT ANY TIME, AMONG OTHER THINGS, TO PERMIT TRANSFERS OF SUCH
AWARDS TO THE EXTENT PERMITTED BY THE PLAN; PROVIDED THAT THE CONSENT OF THE
GRANTEE SHALL NOT BE REQUIRED FOR ANY AMENDMENT WHICH (I) DOES NOT ADVERSELY