THE FOLLOWING SO THAT THE FAIR VALUE OF THE AWARD IMMEDIATELY AFTER THE EVENT
IS EQUAL TO THE FAIR VALUE OF THE AWARD IMMEDIATELY PRIOR TO THE EVENT:
(A) THE
NUMBER OF SHARES OF COMMON STOCK NOT SUBJECT TO OUTSTANDING AWARDS WITH RESPECT
TO WHICH AWARDS MAY BE GRANTED, (B) THE NUMBER OF SHARES OF COMMON STOCK SUBJECT
TO OUTSTANDING AWARDS AND (C) THE GRANT OR EXERCISE PRICE WITH RESPECT TO AN
AWARD.
SUCH ADJUSTMENT IN AN OUTSTANDING OPTION SHALL BE MADE (I) WITHOUT
CHANGE IN THE TOTAL PRICE APPLICABLE TO THE OPTION OR ANY UNEXERCISED PORTION OF
THE OPTION (EXCEPT FOR ANY CHANGE IN THE AGGREGATE PRICE RESULTING FROM
ROUNDING-OFF OF SHARE QUANTITIES OR PRICES) AND (II) WITH ANY NECESSARY
CORRESPONDING ADJUSTMENT IN EXERCISE PRICE PER SHARE. THE BOARD'S DETERMINATIONS
SHALL BE FINAL, BINDING AND CONCLUSIVE WITH RESPECT TO THE COMPANY AND ALL OTHER
INTERESTED PERSONS.
1.4
Administration of the Plan.
The Plan shall be administered by the
Committee.
In addition to any other powers set forth in the Plan and subject to
the provisions of the Plan, the
Board or the Committee shall have the full and
final power and authority, in its discretion:
(A)
TO INTERPRET THE PLAN AND ALL AWARDS UNDER THE PLAN;
(B)
TO MAKE, AMEND AND RESCIND SUCH RULES AS IT DEEMS NECESSARY FOR
THE PROPER ADMINISTRATION OF THE PLAN;
(C)
TO MAKE ALL OTHER DETERMINATIONS NECESSARY OR ADVISABLE FOR THE
ADMINISTRATION OF THE PLAN;
(D)
TO CORRECT ANY DEFECT OR SUPPLY ANY OMISSION OR RECONCILE ANY
INCONSISTENCY IN THE PLAN OR IN ANY AWARD UNDER THE PLAN IN THE MANNER AND TO
THE EXTENT THAT THE COMMITTEE DEEMS DESIRABLE TO EFFECTUATE THE PLAN;
6
(E)
TO DETERMINE THE PERSONS TO WHOM, AND THE TIME OR TIMES AT WHICH,
AWARDS SHALL BE GRANTED AND THE NUMBER OF SHARES OF COMMON STOCK TO BE SUBJECT
TO EACH AWARD;
(F)
TO DETERMINE THE TYPE OF AWARD GRANTED AND TO DESIGNATE OPTIONS
AS INCENTIVE STOCK OPTIONS OR NON-QUALIFIED OPTIONS;
(G)
TO DETERMINE THE FAIR MARKET VALUE OF SHARES OF COMMON STOCK OR
OTHER PROPERTY;
(H)
TO DETERMINE THE TERMS, CONDITIONS AND RESTRICTIONS APPLICABLE TO
EACH AWARD (WHICH NEED NOT BE IDENTICAL) AND ANY SHARES ACQUIRED PURSUANT
THERETO, INCLUDING, WITHOUT LIMITATION, (I) THE EXERCISE OR PURCHASE PRICE OF
SHARES PURCHASED PURSUANT TO ANY AWARD, (II) THE METHOD OF PAYMENT FOR SHARES
PURCHASED PURSUANT TO ANY AWARD, (III) THE METHOD FOR SATISFACTION OF ANY TAX
WITHHOLDING OBLIGATION ARISING IN CONNECTION WITH AWARD, INCLUDING BY THE
WITHHOLDING OR DELIVERY OF SHARES OF COMMON STOCK, (IV) THE TIMING, TERMS AND
CONDITIONS OF THE EXERCISABILITY OR VESTING OF ANY AWARD OR ANY SHARES ACQUIRED
PURSUANT THERETO, (V) THE FORMULA AND GOALS APPLICABLE TO ANY PERFORMANCE-BASED
AWARD AND THE EXTENT TO WHICH SUCH GOALS HAVE BEEN ATTAINED, (VI) THE TIME OF
THE EXPIRATION OF ANY AWARD, (VII) THE EFFECT OF THE PARTICIPANT'S TERMINATION
OF SERVICE ON ANY OF THE FOREGOING, AND (VIII) ALL OTHER TERMS, CONDITIONS AND
RESTRICTIONS APPLICABLE TO ANY AWARD