pursuant to future ISO
Awards.
4.
ADMINISTRATION
(A)
GENERAL.
THE COMMITTEE SHALL ADMINISTER THE PLAN IN ACCORDANCE
WITH ITS TERMS, PROVIDED THAT THE BOARD MAY ACT IN LIEU OF THE COMMITTEE ON ANY
MATTER.
THE COMMITTEE SHALL HOLD MEETINGS AT SUCH TIMES AND PLACES AS IT MAY
DETERMINE AND SHALL MAKE SUCH RULES AND REGULATIONS FOR THE CONDUCT OF ITS
BUSINESS AS IT DEEMS ADVISABLE.
IN THE ABSENCE OF A DULY APPOINTED COMMITTEE OR
IF THE BOARD OTHERWISE CHOOSES TO ACT IN LIEU OF THE COMMITTEE, THE BOARD SHALL
FUNCTION AS THE COMMITTEE FOR ALL PURPOSES OF THE PLAN.
(B)
COMMITTEE COMPOSITION.
THE BOARD SHALL APPOINT THE MEMBERS OF THE
COMMITTEE. IF AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMMITTEE MAY
AUTHORIZE ONE OR MORE REPORTING PERSONS (OR OTHER OFFICERS) TO MAKE AWARDS TO
ELIGIBLE PERSONS WHO ARE NOT REPORTING PERSONS (OR OTHER OFFICERS WHOM THE
COMMITTEE HAS SPECIFICALLY AUTHORIZED TO MAKE AWARDS).
THE BOARD MAY AT ANY
TIME APPOINT ADDITIONAL MEMBERS TO THE COMMITTEE, REMOVE AND REPLACE MEMBERS OF
THE COMMITTEE WITH OR WITHOUT CAUSE, AND FILL VACANCIES ON THE COMMITTEE HOWEVER
CAUSED.
(C)
POWERS OF THE COMMITTEE.
SUBJECT TO THE PROVISIONS OF THE PLAN,
THE COMMITTEE SHALL HAVE THE AUTHORITY, IN ITS SOLE DISCRETION:
(I)
TO DETERMINE ELIGIBLE PERSONS TO WHOM AWARDS SHALL BE GRANTED
FROM TIME TO TIME AND THE NUMBER OF SHARES, UNITS, OR DOLLARS TO BE COVERED BY
EACH AWARD;
(II)
TO DETERMINE, FROM TIME TO TIME, THE FAIR MARKET VALUE OF SHARES;
(III)
TO DETERMINE, AND TO SET FORTH IN AWARD AGREEMENTS, THE TERMS AND
CONDITIONS OF ALL AWARDS, INCLUDING ANY APPLICABLE EXERCISE OR PURCHASE PRICE,
THE INSTALLMENTS AND CONDITIONS UNDER WHICH AN AWARD SHALL BECOME VESTED (WHICH
MAY BE BASED ON PERFORMANCE), TERMINATED, EXPIRED, CANCELLED, OR REPLACED, AND
THE CIRCUMSTANCES FOR VESTING ACCELERATION OR WAIVER OF FORFEITURE RESTRICTIONS,
AND OTHER RESTRICTIONS AND LIMITATIONS;
(IV)
TO APPROVE THE FORMS OF AWARD AGREEMENTS AND ALL OTHER DOCUMENTS,
NOTICES AND CERTIFICATES IN CONNECTION THEREWITH WHICH NEED NOT BE IDENTICAL
EITHER AS TO TYPE OF AWARD OR AMONG PARTICIPANTS;
(V)
TO CONSTRUE AND INTERPRET THE TERMS OF THE PLAN AND ANY AWARD
AGREEMENT, TO DETERMINE THE MEANING OF THEIR TERMS, AND TO PRESCRIBE, AMEND, AND
RESCIND RULES AND PROCEDURES RELATING TO THE PLAN AND ITS ADMINISTRATION; AND
2
(VI)
IN ORDER TO FULFILL THE PURPOSES OF THE PLAN AND WITHOUT AMENDING
THE PLAN, TO MODIFY, TO CANCEL, OR TO WAIVE THE COMPANY'S RIGHTS WITH RESPECT TO
ANY AWARDS, TO ADJUST OR TO MODIFY AWARD AGREEMENTS FOR CHANGES IN APPLICABLE
LAW, AND TO RECOGNIZE DIFFERENCES IN FOREIGN LAW, TAX POLICIES, OR CUSTOMS; AND
(VII)
TO MAKE ALL OTHER INTERPRETATIONS AND TO TAKE ALL OTHER ACTIONS
THAT THE COMMITTEE MAY CONSIDER NECESSARY OR ADVISABLE TO ADMINISTER THE PLAN OR
TO EFFECTUATE ITS PURPOSES.
Subject to Applicable Law and the restrictions set forth in the Plan, the
Committee may delegate administrative functions to individuals who are Reporting
Persons, officers, or Employees of the Company or its Affiliates.