OF THE COMPANY OR ANY SUBSIDIARY, THE COMPANY'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS, OR ANY EXECUTIVE COMPENSATION CONSULTANT OR OTHER
PROFESSIONAL RETAINED BY THE COMPANY TO ASSIST IN THE ADMINISTRATION OF THE
PLAN.
12.3
AUTHORITY OF COMMITTEE.
SUBJECT TO ANY SPECIFIC DESIGNATION IN THE
PLAN, THE COMMITTEE HAS THE EXCLUSIVE POWER, AUTHORITY AND DISCRETION TO:
(A)
DESIGNATE PARTICIPANTS TO RECEIVE AWARDS;
(B)
DETERMINE THE TYPE OR TYPES OF AWARDS TO BE GRANTED TO EACH
PARTICIPANT;
(C)
DETERMINE THE NUMBER OF AWARDS TO BE GRANTED AND THE NUMBER OF
SHARES OF STOCK TO WHICH AN AWARD WILL RELATE;
18
(D)
DETERMINE THE TERMS AND CONDITIONS OF ANY AWARD GRANTED PURSUANT
TO THE PLAN, INCLUDING, BUT NOT LIMITED TO, THE EXERCISE PRICE, GRANT PRICE, OR
PURCHASE PRICE, ANY RELOAD PROVISION, ANY RESTRICTIONS OR LIMITATIONS ON THE
AWARD, ANY SCHEDULE FOR LAPSE OF FORFEITURE RESTRICTIONS OR RESTRICTIONS ON THE
EXERCISABILITY OF AN AWARD, AND ACCELERATIONS OR WAIVERS THEREOF, ANY PROVISIONS
RELATED TO NON-COMPETITION AND RECAPTURE OF GAIN ON AN AWARD, BASED IN EACH CASE
ON SUCH CONSIDERATIONS AS THE COMMITTEE IN ITS SOLE DISCRETION DETERMINES;
(E)
DETERMINE WHETHER, TO WHAT EXTENT, AND PURSUANT TO WHAT
CIRCUMSTANCES AN AWARD MAY BE SETTLED IN, OR THE EXERCISE PRICE OF AN AWARD MAY
BE PAID IN, CASH, STOCK, OTHER AWARDS, OR OTHER PROPERTY, OR AN AWARD MAY BE
CANCELED, FORFEITED, OR SURRENDERED;
(F)
PRESCRIBE THE FORM OF EACH AWARD AGREEMENT, WHICH NEED NOT BE
IDENTICAL FOR EACH PARTICIPANT;
(G)
DECIDE ALL OTHER MATTERS THAT MUST BE DETERMINED IN CONNECTION
WITH AN AWARD;
(H)
ESTABLISH, ADOPT, OR REVISE ANY RULES AND REGULATIONS AS IT MAY
DEEM NECESSARY OR ADVISABLE TO ADMINISTER THE PLAN;
(I)
INTERPRET THE TERMS OF, AND ANY MATTER ARISING PURSUANT TO, THE
PLAN OR ANY AWARD AGREEMENT; AND
(J)
MAKE ALL OTHER DECISIONS AND DETERMINATIONS THAT MAY BE REQUIRED
PURSUANT TO THE PLAN OR AS THE COMMITTEE DEEMS NECESSARY OR ADVISABLE TO
ADMINISTER THE PLAN.
12.4
DECISIONS BINDING.
THE COMMITTEE'S INTERPRETATION OF THE PLAN, ANY
AWARDS GRANTED PURSUANT TO THE PLAN, ANY AWARD AGREEMENT AND ALL DECISIONS AND
DETERMINATIONS BY THE COMMITTEE WITH RESPECT TO THE PLAN ARE FINAL, BINDING, AND
CONCLUSIVE ON ALL PARTIES.
12.5
DELEGATION OF AUTHORITY.
TO THE EXTENT PERMITTED BY APPLICABLE
LAW, THE COMMITTEE MAY FROM TIME TO TIME DELEGATE TO A COMMITTEE OF ONE OR MORE
MEMBERS OF THE BOARD OR ONE OR MORE OFFICERS OF THE COMPANY THE AUTHORITY TO
GRANT OR AMEND AWARDS TO PARTICIPANTS OTHER THAN (A) SENIOR EXECUTIVES OF THE
COMPANY WHO ARE SUBJECT TO SECTION 16 OF THE EXCHANGE ACT, (B) COVERED
EMPLOYEES, OR (C) OFFICERS OF THE COMPANY (OR MEMBERS OF THE BOARD) TO WHOM
AUTHORITY TO GRANT OR AMEND AWARDS HAS BEEN DELEGATED HEREUNDER.
ANY DELEGATION
HEREUNDER SHALL BE SUBJECT TO THE RESTRICTIONS AND LIMITS THAT THE COMMITTEE
SPECIFIES AT THE TIME OF SUCH DELEGATION, AND THE COMMITTEE MAY AT ANY TIME
RESCIND THE AUTHORITY SO DELEGATED OR APPOINT A NEW DELEGATEE.
AT ALL TIMES,
THE DELEGATEE APPOINTED UNDER THIS SECTION 12.5