Stock Option Committee
STOCK OPTION COMMITTEE
Statement of Duties and Responsibilities
The following statement of Duties and Responsibilities of the Stock Option
Committee was adopted June 4, 2003, by the Board of Directors of the
Corporation in accordance with Article IV of the By-laws.
The Stock Option Committee shall:
1. Recommend action to the Board of Directors and review implementation of any instructions, policies, plans and programs approved and adopted by the Board of Directors pertaining to such responsibility as assigned to the Stock Option Committee.
2. Adopt, amend and rescind rules and regulations of the respective stock option plans within the expressed provisions and limitations of such plans.
3. Oversee and direct the administration of all stock option plans in conformance with the respective guidelines and authorities set forth by each plan.
4. Authorize grants of stock options to eligible participants within the respective stock option plans and award guidelines approved by the Board.
5. Define the price, terms, provisions and conditions of the options granted in conformance with the respective stock option plan guidelines.
6. Modify, extend or renew outstanding options granted under the respective plan in compliance with the expressed provisions and limitations of such plan.
7. Make all other determinations and take all other actions deemed necessary, appropriate, or advisable for the proper administration of such plans according to their respective provisions and limitations.