The Committee shall determine the amount available for payment of Awards in any Year or any other measurement period.

Available Awards. Awards of Options, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards may be granted under the Plan. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options.

Participants are eligible to earn cash awards based on # change in EVA for a Business Unit and/or the Corporate Business Unit and # achievement of individual Performance Plan Goals to be approved by the CEO or the Compensation Committee with respect to the CEO, prior to April 30 of each Plan Year. Prior to April 30 of each Plan Year, the Compensation Committee will approve for each Business Unit and for the Corporate Business Unit target levels of expected changes in EVA for each Business Unit and for the Corporate Business Unit for such Plan Year and a range of multiples, not to exceed a three times (3x) multiple, to be applied to the participant’s target bonus based on actual performance for the Plan Year. The multiple related to Business Unit performance is referred to as the “Business Unit Multiple.” If a participant’s Business Unit is comprised of more than one profit center, the CEO or Compensation Committee with respect to the CEO shall determine the relative weight to be assigned to each profit center’s Business Unit Multiple. The Business Unit Multiple for such participant shall be the weighted average of the Business Unit Multiples for each profit center comprising the participant’s

Amount of Program Awards. Each Program Award shall consist of the sum of # a number of RSUs determined by dividing the annual cash retainer that has been established as of Selection Date for the ensuing year (determined before any reduction in the annual cash retainer the Eligible Director has elected pursuant to Paragraph 4(a) hereof) by the Fair Market Value of a Share on the grant date of the Program Award, plus # the number of RSUs, if any, described in the last sentence of Paragraph 4(a) hereof. Notwithstanding the foregoing, the Program Award granted to an Eligible Director in connection with his election for the first time to the Board other than at an annual meeting of stockholders shall consist of the number of RSUs determined as provided in ​ with the following modification: in lieu of the full annual cash retainer determined under [clause (i)], the amount divided by the Fair Market Value of a Share on the grant date shall be the annual cash retainer that has been established as of the most recent Selection Date multiplied by a fraction, the numerator of which is the number of months or portions thereof remaining between the date of grant and the date of the next scheduled annual meeting of stockholders of the Company (or, if such annual meeting has not yet been scheduled, between the date of grant and the first anniversary of the most recent annual meeting of stockholders of the Company) and the denominator of which is twelve (12).

Subject to adjustment as provided in [Section 4.4] herein, the maximum number of Shares available for issuance to Participants under the Plan (the “Share Authorization”) shall be 32,300,000 Shares. The full amount of the Share Authorization shall be available for issuance to Participants under the Plan during the full term of the Plan until its termination pursuant to [Section 1.3].

Number of Shares Available for Awards. The total number of shares of Stock that may be issued pursuant to Awards of Options and/or Restricted Stock under the Plan may not exceed 2,332,500, and the total number of Awards of Stock Appreciation Rights, Restricted Stock Units, Performance Units and/or Performance Shares may not exceed the equivalent of 1,400,400 shares. (No shares of Stock will in fact be issued by the Company upon the issuance or exercise of any or all rights under Stock Appreciation Rights, Restricted Stock Units, Performance Units or Performance Shares.) Such number of shares shall be subject to adjustment upon occurrence of any of the events indicated in Section 5(d). The shares of Stock to be delivered under the Plan may consist, in whole or in part, of authorized but unissued Stock or treasury Stock, not reserved for any other purpose.

A participant may choose to receive a deferred award in a lump sum or in installments of either 10, 15 or 20 years. If no election as to the form of payment is made in accordance with established administrative procedures, payments shall be made in 10-year installments.

When Available A Participant may receive a distribution from the vested portion of his or her Account (which shall be deemed to include the deferrals that would have been made but for the cancellation under [Section 553]) if the Plan Administrator determines that such distribution is on account of an Unforeseeable Emergency and the conditions in [Section 552] have been fulfilled To receive such a distribution, the Participant must request a distribution by filing an application with the Plan Administrator and furnish such supporting documentation as the Plan Administrator may require In the application, the Participant shall specify the basis for the distribution and the dollar amount to be distributed If such request is approved by the Plan Administrator, distribution shall be made in a lump sum payment within 60 days following the approval by the Plan Administrator of the completed application

Shares Available. Subject to adjustment as provided in [Section 4(B)], the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be 1,500,000. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 1,500,000. From and after the Effective Date, no further awards shall be granted under the Prior Plan and the Prior Plan shall remain in effect only so long as awards granted thereunder shall remain outstanding. If, after the Effective Date, any Shares covered by an Award granted under this Plan, or to which such an Award relates, are forfeited, or if such an Award is settled for cash or otherwise terminates, expires unexercised, or is canceled without the delivery of Shares, then the Shares covered by such Award, or to which such Award relates, or the number of Shares otherwise counted against the aggregate number of Shares with respect to which Awards may be granted, to the extent of any such settlement, forfeiture, termination, expiration, or cancellation, shall again become Shares with respect to which Awards may be granted. Shares withheld from an Award to satisfy tax withholding requirements shall count against the number of Shares remaining available for Awards under the Plan, and Shares delivered by a participant to satisfy tax withholding requirements shall not be added to the number of Shares remaining available for Awards under the Plan. In addition, # the full number of Shares subject to an Option shall count against the number of Shares remaining available for Awards under the Plan, even if the exercise price of an Option is satisfied through net-settlement or by delivering Shares to the Company (by either actual delivery or attestation), and # the full number of Shares subject to a Stock Appreciation Right shall count against the number of Shares remaining available for Awards under the Plan (rather than the net number of Shares actually delivered upon exercise).

Amount. The Participating Employer shall credit a Matching Deferral equal to 100% of a Participant’s Basic Deferrals for a Plan Year, provided, however, that # with respect to Basic Deferrals of salary, such Matching Deferrals shall be limited to six percent (6%) of the Participant’s salary that constitutes Excess Earnings for such Plan Year, and # with respect to Basic Deferrals of Performance-Based Compensation, such Matching Deferrals shall be limited to six percent (6%) of the Participant’s Performance-Based Compensation that constitutes Excess Earnings for such Plan Year.