Stock Awards. The Committee is authorized to grant a Stock Award under the Plan to any Eligible Person as a bonus, as additional compensation, or in lieu of cash or other compensation the individual is otherwise entitled to receive, in such amounts and subject to such other terms as the Committee in its discretion determines to be appropriate.

Stock Awards. The Committee is hereby authorized to grant a Stock Award underto Eligible Persons Shares without restrictions thereon, as deemed by the Committee to be consistent with the purpose of the Plan. Subject to the terms of the Plan toand any Eligible Person as a bonus, as additional compensation, or in lieu of cash or other compensation the individual is otherwise entitled to receive, inapplicable Award Agreement, such amountsStock Awards may have such terms and subject to such other termsconditions as the Committee in its discretion determines to be appropriate.shall determine.

Grant of Stock Awards. The Committee is authorized to grant aA Stock Award under the Planmay be granted to any Eligible Person as a bonus, as additional compensation, orEmployee selected by the Committee. A Stock Award may be granted for past services, in lieu of cashbonus or other cash compensation or for any other valid purpose as determined by the individual isCommittee. A Stock Award granted to an Eligible Employee represents Shares that are issued without restrictions on transfer and other incidents of ownership and free of forfeiture conditions, except as otherwise entitled to receive,provided in such amountsthe Plan and subject to such other terms as the Award Agreement. The Committee may, in its discretion determines to be appropriate.connection with any Stock Award, require the payment of a specified purchase price.

StockOther Stock-Based Awards. The Committee is hereby authorized to grant a Stock Award underto Eligible Persons such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan. The Committee shall determine the terms and conditions of such Awards, subject to the terms of the Plan toand any Eligible Person as a bonus, as additional compensation,applicable Award Agreement. The consideration paid by the Participant may be paid by such method or methods and in lieu of cashsuch form or forms (including, without limitation, cash, Shares, other securities, other Awards or other compensation the individual is otherwise entitled to receive, in such amounts and subject to such other termsproperty or any combination thereof), as the Committee in its discretion determines to be appropriate.shall determine.

Bonus Stock Awards.and Awards in Lieu of Obligations. The Committee is authorized to grant a Stock Award under the PlanShares to any Eligible Person as a bonus, as additional compensation, or to grant Shares or other Awards in lieu of obligations to pay cash or deliver other compensationproperty under the individual is otherwise entitledPlan or under other plans or compensatory arrangements, provided that, in the case of Eligible Persons subject to receive, inSection 16 of the Exchange Act, the amount of such amounts andgrants remains within the discretion of the Committee to the extent necessary to ensure that acquisitions of Shares or other Awards are exempt from liability under Section 16(b) of the Exchange Act. Shares or Awards granted hereunder shall be subject to such other terms as shall be determined by the Committee in its discretion determines to be appropriate.Committee.

Grant. A Participant may be granted one or more Stock Awards. The Committee is authorized to grant a Stock AwardAwards under the PlanPlan; provided that such Award to any Eligible Person as a bonus, as additional compensation, oran Employee is granted in lieu of salary, cash bonus or other compensation the individual is otherwise entitled to receive, in such amounts andcash compensation. Stock Awards shall be subject to such terms and conditions, consistent with the other termsprovisions of the Plan, as may be determined by the Committee in its discretion determines to be appropriate.Committee.