"OUTSIDE
DIRECTORS" WITHIN THE MEANING OF SECTION 162(M) OF THE CODE.
(III)
RULE 16B-3.
TO THE EXTENT DESIRABLE TO QUALIFY
TRANSACTIONS HEREUNDER AS EXEMPT UNDER RULE 16B-3, THE TRANSACTIONS CONTEMPLATED
HEREUNDER WILL BE STRUCTURED TO SATISFY THE REQUIREMENTS FOR EXEMPTION UNDER
RULE 16B-3.
(IV)
OTHER ADMINISTRATION.
OTHER THAN AS PROVIDED ABOVE,
THE PLAN WILL BE ADMINISTERED BY (A) THE BOARD OR (B) A COMMITTEE, WHICH
COMMITTEE WILL BE CONSTITUTED TO SATISFY APPLICABLE LAWS.
(B)
POWERS OF THE ADMINISTRATOR.
SUBJECT TO THE
PROVISIONS OF THE PLAN, AND IN THE CASE OF A COMMITTEE, SUBJECT TO THE SPECIFIC
DUTIES DELEGATED BY THE BOARD TO SUCH COMMITTEE, THE ADMINISTRATOR WILL HAVE THE
AUTHORITY, IN ITS DISCRETION:
6
(I)
TO DETERMINE THE FAIR MARKET VALUE;
(II)
TO SELECT THE SERVICE PROVIDERS TO WHOM AWARDS MAY
BE GRANTED HEREUNDER;
(III)
TO DETERMINE THE TERMS AND CONDITIONS, NOT
INCONSISTENT WITH THE TERMS OF THE PLAN, OF ANY AWARD GRANTED HEREUNDER;
(IV)
TO CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND
AWARDS GRANTED PURSUANT TO THE PLAN;
(V)
TO PRESCRIBE, AMEND AND RESCIND RULES AND REGULATIONS
RELATING TO THE PLAN, INCLUDING RULES AND REGULATIONS RELATING TO SUB-PLANS
ESTABLISHED FOR THE PURPOSE OF SATISFYING APPLICABLE FOREIGN LAWS;
(VI)
TO MODIFY OR AMEND EACH AWARD (SUBJECT TO SECTION 19(C)
OF THE PLAN).
NOTWITHSTANDING THE PREVIOUS SENTENCE, THE ADMINISTRATOR MAY NOT
MODIFY OR AMEND AN OPTION OR STOCK APPRECIATION RIGHT TO REDUCE THE EXERCISE
PRICE OF SUCH OPTION OR STOCK APPRECIATION RIGHT AFTER IT HAS BEEN GRANTED
(EXCEPT FOR ADJUSTMENTS MADE PURSUANT TO SECTION 14), AND NEITHER MAY THE
ADMINISTRATOR CANCEL ANY OUTSTANDING OPTION OR STOCK APPRECIATION RIGHT AND
IMMEDIATELY REPLACE IT WITH A NEW OPTION OR STOCK APPRECIATION RIGHT WITH A
LOWER EXERCISE PRICE;
(VII)
TO 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;
(VIII)
TO ALLOW A PARTICIPANT TO DEFER THE RECEIPT OF THE PAYMENT
OF CASH OR THE DELIVERY OF SHARES THAT WOULD OTHERWISE BE DUE TO SUCH
PARTICIPANT UNDER AN AWARD PURSUANT TO SUCH PROCEDURES AS THE ADMINISTRATOR MAY
DETERMINE; AND
(IX)
TO MAKE ALL OTHER DETERMINATIONS DEEMED NECESSARY OR
ADVISABLE FOR ADMINISTERING THE PLAN.
(C)
EFFECT OF ADMINISTRATOR'S DECISION.
THE
ADMINISTRATOR'S DECISIONS, DETERMINATIONS AND INTERPRETATIONS WILL BE FINAL AND
BINDING ON ALL PARTICIPANTS AND ANY OTHER HOLDERS OF AWARDS.
5.
ELIGIBILITY.
NONSTATUTORY STOCK
OPTIONS, RESTRICTED STOCK, RESTRICTED STOCK UNITS, STOCK APPRECIATION RIGHTS,
PERFORMANCE UNITS, PERFORMANCE SHARES AND SUCH OTHER CASH OR STOCK AWARDS AS THE
ADMINISTRATOR DETERMINES MAY BE GRANTED TO SERVICE PROVIDERS.
INCENTIVE STOCK
OPTIONS MAY BE GRANTED ONLY TO EMPLOYEES OF THE COMPANY OR ANY PARENT OR
SUBSIDIARY OF THE COMPANY.
6.
STOCK OPTIONS.
(A)
LIMITATIONS.
EACH OPTION WILL BE
DESIGNATED IN THE AWARD AGREEMENT AS EITHER AN INCENTIVE STOCK OPTION OR A
NONSTATUTORY STOCK OPTION.
HOWEVER, NOTWITHSTANDING SUCH DESIGNATION, TO THE
EXTENT THAT THE AGGREGATE FAIR MARKET VALUE OF THE SHARES WITH RESPECT TO WHICH
INCENTIVE STOCK OPTIONS ARE EXERCISABLE FOR THE FIRST