Annual Award Limits. Awards under the Plan shall be subject to the following Annual Award Limits, subject to any adjustment under Section 4.5. The maximum number of Shares with respect to which Options or other Awards may be granted to any Non-employee Director in any calendar year shall not exceed 10,000. The maximum number of Shares with respect to which Options or SARs may be granted to any Employee who is a Participant in any calendar year shall be 2,000,000 Shares. For any Awards other than Options or SARs and that are denominated in Shares, the maximum aggregate number of Shares that may be delivered pursuant to such Awards granted in any calendar year shall be 400,000 Shares for any Employee who is a Participant. For any Awards that are denominated in cash, the maximum aggregate amount of cash that may be paid with respect to all such Awards granted in any calendar year shall be $20,000,000 for any Employee who is a Participant.

Annual Award Limits. AwardsNo Participant may be granted Options or SARs under the Plan shallfor more than an aggregate of 1,000,000 Shares in a Plan Year, as may be subjectadjusted pursuant to the following Annual Award Limits, subject to any adjustment under Section 4.5.4. The maximum numberdollar amount payable under all Performance Unit Awards and Cash-Based Awards that are intended to qualify as Performance-Based Compensation plus the maximum value of Shares with respectunder all Performance Share Awards and Other Stock-Based Awards that are intended to which Options or other Awards may bequalify as Performance-Based Compensation, in the aggregate, granted to any Non-employee Directorone Participant in any calendar yearone Plan Year shall not exceed 10,000. The maximum number$5,000,000; for this purpose, the value of Shares with respect to which Options or SARs may be granted to any Employee who is a Participant in any calendar year shall be 2,000,000 Shares. For any Awards other than Options or SARs and that are denominated in Shares, the maximum aggregate numberFMV of the Shares that may be delivered pursuant to such Awards granted in any calendar year shall be 400,000 Shares for any Employee who is a Participant. For any Awards that are denominated in cash,on the maximum aggregate amountGrant Date of cash that may be paid with respect to all such Awards granted in any calendar year shall be $20,000,000 for any Employee who is a Participant.the applicable Award.

Annual Award Limits. Awards under[Section 4.3] of the Plan shall beis hereby amended so that the maximum aggregate grant of Shares subject to the following Annual Award Limits, subject to any adjustment under Section 4.5. The maximum number ofOptions, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Profits Interest Units, and Other Stock-Based Awards payable or denominated in Shares with respect toand/or cash which Options or other Awards may be granted to any Non-employee DirectorParticipant, other than a non-Employee Director, in any calendarfiscal year shall not exceed 10,000. The maximum number of Shares with respect to which Options or SARs may be granted to any Employee who is a Participant in any calendar year shall be 2,000,000 Shares. For any Awards other than Options or SARs and that are denominated in Shares, the maximum aggregate number of Shares that may be delivered pursuant to such Awards granted in any calendar year shall be 400,375,000 Shares for any Employee who is a Participant. For any Awards that are denominated in cash,(the “Annual Award Limit”), which adjusted Share amount equals the maximum aggregate amount of cash that may be paid with respect to all such Awards granted in any calendar year shall be $20,000,product obtained by dividing # 1,500,000 for any Employee who is a Participant.by # the Reverse Stock Split Ratio.

Per-Participant Annual Award Limits. Awards under the Plan shall be subject to the following Annual Award Limits, subject to any adjustment under Section 4.5.Limit. The maximum number of Shares with respect to which Options or other Awards may be granted in any calendar year to any Non-employee Director in anyKey Employee during such calendar year shall not exceed 10,000.the lesser of # 3,000 Shares in the aggregate, or # such number of Shares having a Fair Market Value on the respective Award Date(s) of $75,000 in the aggregate. The maximum number of Shares with respect to which Options or SARsAwards may be granted to any Employee who is a Participant in any calendar year shall be 2,000,000 Shares. For any Awards other than Options or SARs and that are denominated in Shares, the maximum aggregate number of Shares that may be delivered pursuant to such Awards granted in any calendar year shall be 400,000 Shares forto any Non-Employee who is a Participant. For any Awards that are denominated in cash, the maximum aggregate amount of cash that may be paid with respect to allDirector during such Awards granted in any calendar year shall be $20,000,not exceed the lesser of # 3,000 for any Employee who isShares in the aggregate, or # such number of Shares having a Participant.Fair Market Value on the respective Award Date(s) of $30,000 in the aggregate.