LAWS OF ONE OR MORE COUNTRIES OTHER THAN THE UNITED
STATES IN ORDER TO PROVIDE FOR THE GRANT OF NON-QUALIFIED STOCK OPTIONS,
RESTRICTED STOCK, RESTRICTED STOCK UNITS, UNRESTRICTED STOCK OR SARS TO SUCH
EMPLOYEES ON TERMS AND CONDITIONS, CONSISTENT WITH THE PLAN, DETERMINED BY THE
COMMITTEE WHICH MAY DIFFER FROM THE TERMS AND CONDITIONS OF OTHER AWARDS IN
THOSE FORMS PURSUANT TO THE PLAN FOR THE PURPOSE OF COMPLYING WITH THE
CONDITIONS FOR QUALIFICATION OF AWARDS FOR FAVORABLE TREATMENT UNDER FOREIGN TAX
LAWS.
G.
SUBJECT TO THE EXPRESS PROVISIONS OF THE PLAN, THE COMMITTEE
SHALL HAVE THE POWER (I) TO IMPLEMENT (INCLUDING THE POWER TO DELEGATE SUCH
IMPLEMENTATION TO APPROPRIATE OFFICERS OF THE COMPANY), INTERPRET AND CONSTRUE
THE PLAN AND AWARDS AND AWARD AGREEMENTS OR OTHER DOCUMENTS DEFINING THE RIGHTS
AND OBLIGATIONS OF THE COMPANY AND PARTICIPANTS HEREUNDER AND THEREUNDER,
(II) TO DETERMINE ALL QUESTIONS ARISING HEREUNDER AND THEREUNDER, AND (III) TO
ADOPT AND AMEND SUCH RULES AND REGULATIONS FOR THE ADMINISTRATION HEREOF AND
THEREOF AS IT MAY DEEM DESIRABLE.
THE INTERPRETATION AND CONSTRUCTION BY THE
COMMITTEE OF ANY PROVISIONS OF THE PLAN OR OF ANY AWARD OR AWARD AGREEMENT SHALL
BE CONCLUSIVE AND BINDING.
ANY ACTION TAKEN BY, OR INACTION OF, THE COMMITTEE
RELATING TO THE PLAN OR ANY AWARD OR AWARD AGREEMENT SHALL BE WITHIN THE
DISCRETION OF THE COMMITTEE AND SHALL BE CONCLUSIVE AND BINDING UPON ALL
PERSONS.
SUBJECT ONLY TO COMPLIANCE WITH THE EXPRESS PROVISIONS HEREOF, THE
COMMITTEE MAY ACT IN ITS DISCRETION IN MATTERS RELATED TO THE PLAN AND ANY AND
ALL AWARDS AND AWARD AGREEMENTS.
THE COMMITTEE'S DETERMINATIONS UNDER THE PLAN
NEED NOT BE UNIFORM AND MAY BE MADE BY IT SELECTIVELY AMONG EMPLOYEES AND
NON-EMPLOYEES WHO RECEIVE, OR WHO ARE ELIGIBLE TO RECEIVE, AWARDS UNDER THE
PLAN, WHETHER OR NOT SUCH PERSONS ARE SIMILARLY SITUATED.
H.
IT IS THE INTENT OF THE COMPANY THAT THE PLAN AND AWARDS
HEREUNDER SATISFY, AND BE INTERPRETED IN A MANNER THAT SATISFY, IN THE CASE OF
PARTICIPANTS WHO ARE OR MAY BE EXECUTIVE OFFICERS, THE APPLICABLE REQUIREMENTS
OF RULE 16B-3 UNDER THE EXCHANGE ACT, SO THAT SUCH PERSONS WILL BE ENTITLED TO
THE BENEFITS OF RULE 16B-3, OR OTHER EXEMPTIVE RULES UNDER SECTION 16 OF THE
EXCHANGE ACT, AND WILL NOT BE SUBJECTED TO AVOIDABLE LIABILITY UNDER
SECTION 16(B) OF THE EXCHANGE ACT.
8
I.
THE COMMITTEE MAY DELEGATE, AND REVOKE THE DELEGATION OF, ALL OR
ANY PORTION OF ITS AUTHORITY AND POWERS UNDER THE PLAN TO THE CHIEF EXECUTIVE
OFFICER OF THE COMPANY, EXCEPT THAT THE COMMITTEE MAY NOT DELEGATE ANY
DISCRETIONARY AUTHORITY WITH RESPECT TO SUBSTANTIVE DECISIONS OR FUNCTIONS
REGARDING THE PLAN OR AWARDS TO THE EXTENT (I) RELATED TO AWARDS GRANTED TO
EXECUTIVE OFFICERS, (II) INCONSISTENT WITH THE INTENT EXPRESSED IN
SECTION 8(H) OR (III) PROHIBITED BY APPLICABLE LAW.
SECTION 9:
ADJUSTMENT PROVISIONS
A.
IN THE EVENT OF ANY CHANGE IN OR AFFECTING THE OUTSTANDING SHARES
OF STOCK BY REASON OF A STOCK DIVIDEND OR SPLIT, RECAPITALIZATION,
RECLASSIFICATION, MERGER OR CONSOLIDATION (WHETHER OR