FRAUD, MISAPPROPRIATION OF COMPANY FUNDS, OR
EMBEZZLEMENT; (II) THE WILLFUL AND UNREASONABLE REFUSAL BY THE PARTICIPANT TO
PERFORM THE PARTICIPANT'S DUTIES OR RESPONSIBILITIES FOR ANY REASON OTHER THAN
ILLNESS OR INCAPACITY; OR (III) THE PARTICIPANT'S VIOLATION OF ANY CODE OF
CONDUCT, CODE OF ETHICS, EMPLOYMENT POLICIES, OR PROVISIONS OF AN EMPLOYEE
HANDBOOK OR OTHER PUBLISHED POLICY (WHETHER DISSEMINATED IN WRITING TO EMPLOYEES
OR VIA A WEBSITE OR OTHER PUBLICATION) OF THE COMPANY WHICH IS APPLICABLE TO THE
PARTICIPANT, AS IN EFFECT FROM TIME TO TIME.
WHETHER A TERMINATION IS FOR
"CAUSE" WILL BE DETERMINED SOLELY BY THE COMMITTEE IN ITS SOLE DISCRETION.
NOTWITHSTANDING THE ABOVE, IF EVIDENCE OF "CAUSE" IS ACQUIRED AFTER ANY
TERMINATION THAT ORIGINALLY WAS NOT A TERMINATION FOR CAUSE, THE TERMINATION
MAY, IN THE DISCRETION OF THE COMMITTEE, BE TREATED AS A TERMINATION FOR CAUSE
FOR PURPOSES OF THIS PLAN.
Section 3.
Administration.
(A)
POWER AND AUTHORITY OF THE COMMITTEE.
THE PLAN SHALL BE
ADMINISTERED BY THE COMMITTEE.
SUBJECT TO THE EXPRESS PROVISIONS OF THE PLAN
AND TO APPLICABLE LAW, THE COMMITTEE SHALL HAVE FULL POWER AND AUTHORITY TO:
(I) DESIGNATE PARTICIPANTS; (II) DETERMINE THE TYPE OR TYPES OF AWARDS TO BE
GRANTED TO EACH PARTICIPANT UNDER THE PLAN; (III) DETERMINE THE NUMBER OF SHARES
TO BE COVERED BY (OR WITH RESPECT TO WHICH PAYMENTS, RIGHTS OR OTHER MATTERS ARE
TO BE CALCULATED IN CONNECTION WITH) EACH AWARD; (IV) DETERMINE THE TERMS AND
CONDITIONS OF ANY AWARD OR AWARD AGREEMENT; (V) AMEND THE TERMS AND CONDITIONS
OF ANY AWARD OR AWARD AGREEMENT AND ACCELERATE THE EXERCISABILITY OF OPTIONS OR
THE LAPSE OF RESTRICTIONS RELATING TO RESTRICTED STOCK; (VI) DETERMINE WHETHER,
TO WHAT EXTENT AND UNDER WHAT CIRCUMSTANCES AWARDS MAY BE EXERCISED IN CASH,
SHARES, OTHER SECURITIES, OTHER AWARDS OR OTHER PROPERTY, OR CANCELED, FORFEITED
OR SUSPENDED; (VII) DETERMINE WHETHER, TO WHAT EXTENT AND UNDER WHAT
CIRCUMSTANCES CASH, SHARES, OTHER SECURITIES, OTHER AWARDS, OTHER PROPERTY AND
OTHER AMOUNTS PAYABLE WITH RESPECT TO AN
3
AWARD UNDER THE PLAN SHALL BE DEFERRED EITHER AUTOMATICALLY OR AT THE ELECTION
OF THE HOLDER THEREOF OR THE COMMITTEE; (VIII) INTERPRET AND ADMINISTER THE PLAN
AND ANY INSTRUMENT OR AGREEMENT RELATING TO, OR AWARD MADE UNDER, THE PLAN;
(IX) ESTABLISH, AMEND, SUSPEND OR WAIVE SUCH RULES AND REGULATIONS AND APPOINT
SUCH AGENTS AS IT SHALL DEEM APPROPRIATE FOR THE PROPER ADMINISTRATION OF THE
PLAN; AND (X) MAKE ANY OTHER DETERMINATION AND TAKE ANY OTHER ACTION THAT THE
COMMITTEE DEEMS NECESSARY OR DESIRABLE FOR THE ADMINISTRATION OF THE PLAN.
UNLESS OTHERWISE EXPRESSLY PROVIDED IN THE PLAN, ALL DESIGNATIONS,
DETERMINATIONS, INTERPRETATIONS AND OTHER DECISIONS UNDER OR WITH RESPECT TO THE
PLAN OR ANY AWARD SHALL BE WITHIN THE SOLE DISCRETION OF THE COMMITTEE, MAY BE
MADE AT ANY TIME AND SHALL BE FINAL, CONCLUSIVE AND BINDING UPON ANY
PARTICIPANT, ANY HOLDER OR BENEFICIARY OF ANY AWARD AND ANY EMPLOYEE OF THE
COMPANY OR ANY AFFILIATE.
IN EXERCISING ITS AUTHORITY PURSUANT TO THE PLAN, THE
COMMITTEE SHALL ADHERE TO ALL PROVISIONS OF THE CODE AS