Generally. The Committee, in its sole discretion, may grant or sell Awards of Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine the number of Shares to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). The maximum amount of Other Stock-Based Awards that may be granted during a calendar year to any Participant shall be: # with respect to Other Stock-Based Awards that are denominated or payable in Shares, 600,000 Shares and # with respect to Other Stock-Based Awards that are not denominated or payable in Shares, ​. Notwithstanding any other provision, with respect to # Other Stock-Based Awards settled in Shares that are subject to time-based vesting, not less than 95% of such Other Stock Based Awards payable in Shares shall vest and become payable at least three years after the date of grant, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Participant's employment, and # Other Stock-Based Awards settled in Shares that are subject to vesting upon the attainment of performance objectives, the minimum performance period shall be one year.

Subject to the terms and conditions of the Plan, Other Stock-Based Awards may be granted to Participants in such number, and upon such terms and conditions, as shall be determined by the Committee in its sole discretion, may grant or selldiscretion. Other Stock-Based Awards of Shares andare Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awardsthe Shares, and shall be in such form, and dependent on such conditions,form as the Committee shall determine, including, without limitation,including unrestricted Shares. Notwithstanding the right to receive, or vest with respect to, one or more Shares (orforegoing, except as provided under [Section 2.3] and [Article XIV] of the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives.Plan, no Other Stock-Based Awards may be granted aloneAward shall vest, in full or in addition to any other Awards granted under the Plan. Subjectpart, prior to the provisionsone (1) year anniversary of the Plan, the Committee shall determine the number of Shares to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). The maximum amount of Other Stock-Based Awards that may be granted during a calendar year to any Participant shall be: # with respect to Other Stock-Based Awards that are denominated or payable in Shares, 600,000 Shares and # with respect to Other Stock-Based Awards that are not denominated or payable in Shares, ​. Notwithstanding any other provision, with respect to # Other Stock-Based Awards settled in Shares that are subject to time-based vesting, not less than 95% of such Other Stock Based Awards payable in Shares shall vest and become payable at least three years after the date of grant, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Participant's employment, and # Other Stock-Based Awards settled in Shares that are subject to vesting upon the attainment of performance objectives, the minimum performance period shall be one year.its Grant Date.

Other Stock-Based Awards. The Committee,Committee may in its sole discretion, maydiscretion grant stock-based awards of a type other than those otherwise provided for in the Plan, including the issuance or sell Awardsoffer for sale of unrestricted Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("(“Other Stock-Based Awards"Awards”). Such Other Stock-Based Awards shall be incover such form,number of Shares and dependent onhave such conditions,terms and conditions as the Committee shall determine, including, without limitation,including terms that condition the right to receive,payment or vest with respect to,vesting the Other Stock-Based Award upon the achievement of one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine the number of Shares to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). The maximum amount of Other Stock-Based Awards that may be granted during a calendar year to any Participant shall be: # with respect to Other Stock-Based Awards that are denominated or payable in Shares, 600,000 Shares and # with respect to Other Stock-Based Awards that are not denominated or payable in Shares, ​. Notwithstanding any other provision, with respect to # Other Stock-Based Awards settled in Shares that are subject to time-based vesting, not less than 95% of such Other Stock Based Awards payable in Shares shall vest and become payable at least three years after the date of grant, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Participant's employment, and # Other Stock-Based Awards settled in Shares that are subject to vesting upon the attainment of performance objectives, the minimum performance period shall be one year.Performance Goals.

Other Stock-Based Awards. The Committee, in its sole discretion, mayCommittee is authorized, subject to limitations under applicable law, to grant or sell Awards of Shares andto any Eligible Person such other Awards that aremay be denominated or payable in, valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions,on, or related to, Shares, as deemed by the Committee shall determine, including, without limitation,to be consistent with the right to receive, or vest with respect to, one or more Shares (orpurposes of the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives.Plan. Other Stock-Based Awards may be granted to Participants either alone or in addition to anyother Awards granted under the Plan, and such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan. Subject to the provisions of the Plan, theThe Committee shall determine the number of Shares to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including,Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this [Section 6(i)] shall be purchased for such consideration (including without limitation loans from the Company or a Related Entity provided that such loans are not in violation of the Sarbanes Oxley Act of 2002, as amended, or any rule or regulation adopted thereunder or any other applicable law), paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards or other property, as the vesting provisions thereof and provisions ensuring that all Shares so awarded and issuedCommittee shall be fully paid and non-assessable). The maximum amount ofdetermine. Dividend Equivalents credited in connection with Other Stock-Based Awards that mayvests based on the achievement of performance goals shall be granted during a calendar yearsubject to any Participant shall be: #restrictions and risk of forfeiture to the same extent as the Other Stock-Based Awards with respect to Other Stock-Based Awards that are denominated or payable in Shares, 600,000 Shares and # with respect to Other Stock-Based Awards that are not denominated or payable in Shares, ​. Notwithstanding any other provision, with respect to # Other Stock-Based Awards settled in Shares that are subject to time-based vesting, not less than 95% ofwhich such Other Stock Based Awards payable in Shares shall vest and become payable at least three years after the date of grant, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Participant's employment, and # Other Stock-Based Awards settled in Shares that are subject to vesting upon the attainment of performance objectives, the minimum performance period shall be one year.Dividend Equivalents have been credited.

The Committee, in its sole discretion,Committee may grant or sell Awards of Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awards shall benot otherwise described by the terms of this Plan to a Participant in such form,amounts and dependent onsubject to such terms and conditions, as the Committee shall determine, including, without limitation,in its sole discretion. Such Awards may involve the righttransfer of actual Shares to receive,Participants, or vest with respect to, onepayment in cash or more Shares (orotherwise of amounts based on the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determine the number of Shares to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). The maximum amount of Other Stock-Based Awards that may be granted during a calendar year to any Participant shall be: # with respect to Other Stock-Based Awards that are denominated or payable in Shares, 600,000 Shares and # with respect to Other Stock-Based Awards that are not denominated or payable in Shares, ​. Notwithstanding any other provision, with respect to # Other Stock-Based Awards settled in Shares that are subject to time-based vesting, not less than 95% of such Other Stock Based Awards payable in Shares shall vest and become payable at least three years after the date of grant, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Participant's employment, and # Other Stock-Based Awards settled in Shares that are subject to vesting upon the attainment of performance objectives, the minimum performance period shall be one year.Shares.

Other Awards. Other Awards of SharesCommon Stock and other Awards that are valued in whole or in part by reference to, or are payable in or otherwise based on the Fair Market Value of, Shares ("on, Common Stock (“Other Stock-Based Awards"Awards”). Such Other Stock-Based, may be granted either alone or in addition to other Awards under this Plan. Subject to the provisions of this Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such Awards shall be inmade, the number of shares of Common Stock to be awarded pursuant to such form,awards, and dependent onall other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such conditions, as the Committee shall determine, including, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares)Awards upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to theperiod. The provisions of the Plan, the Committee shall determine the number of Shares to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). The maximum amount of Other Stock-Based Awards that mayneed not be granted during a calendar year to any Participant shall be: #the same with respect to Other Stock-Basedeach Participant and such Awards that are denominated or payableto individual Participants need not be the same in Shares, 600,000 Shares and # with respect to Other Stock-Based Awards that are not denominated or payable in Shares, ​. Notwithstanding any other provision, with respect to # Other Stock-Based Awards settled in Shares that are subject to time-based vesting, not less than 95% of such Other Stock Based Awards payable in Shares shall vest and become payable at least three years after the date of grant, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Participant's employment, and # Other Stock-Based Awards settled in Shares that are subject to vesting upon the attainment of performance objectives, the minimum performance period shall be one year.subsequent years.

Other Stock-Based Awards. Other Stock-Based Awards may grantbe awarded, subject to limitations under applicable law and this Plan, that are denominated or sell Awards of Shares and Awards that arepayable in, valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awards shall be in such form, and dependent on such conditions,on, or related to, shares of Common Stock, as deemed by the Committee shall determine,to be consistent with the purposes of the Plan, including, without limitation, the rightrestricted stock units, purchase rights, convertible or exchangeable debentures, dividend equivalent rights or other rights convertible into shares of Common Stock and Awards valued by reference to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completionsecurities of a specified period of service, the occurrence of an event and/or the attainmentperformance of performance objectives.specified Subsidiaries. Other Stock-Based Awards may be grantedawarded either alone or in addition to or in tandem with any other Awards granted under the Plan. Subject to the provisionsPlan or any other plan of the Plan, the Committee shall determine the number of Shares to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all otherCompany. The terms and conditions of such Awards (including, without limitation,each Other Stock-Based Award granted under the vesting provisions thereof and provisions ensuring that all Shares so awarded and issuedPlan shall be fully paidspecified by the Committee, in its sole discretion, and non-assessable). The maximum amountshall be set forth in a written agreement between the Company and the Participant in such form as the Committee shall approve from time to time or as may be reasonably required in view of the terms and conditions approved by the Committee from time to time. Each Other Stock-Based Awards that mayAward granted under this Plan must satisfy the requirements of, or be granted during a calendar year to any Participant shall be: # with respect to Other Stock-Based Awards that are denominated or payable in Shares, 600,000 Shares and # with respect to Other Stock-Based Awards that are not denominated or payable in Shares, ​. Notwithstanding any other provision, with respect to # Other Stock-Based Awards settled in Shares that are subject to time-based vesting, not less than 95% of such Other Stock Based Awards payable in Shares shall vest and become payable at least three years after the date of grant, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other terminationexempt from, Section 409A of the Participant's employment, and # Other Stock-Based Awards settled in Shares that are subject to vesting upon the attainment of performance objectives, the minimum performance period shall be one year.Code.

General. Other Awards of Sharesshares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("on, shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock-Based Awards"Based-Awards”). Such Other Stock-Based Awards shall also be available as a form of payment in such form, and dependent on such conditions,the settlement of other Awards granted under the Plan or as the Committee shall determine, including, without limitation, the rightpayment in lieu of compensation to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion ofwhich a specified period of service, the occurrence of an event and/or the attainment of performance objectives.Participant is otherwise entitled. Other Stock-Based Awards may be granted alonepaid in shares of Common Stock or in addition to any other Awards granted undercash, as the Plan. Subject to the provisions of the Plan, the CommitteeBoard shall determine the number of Shares to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). The maximum amount of Other Stock-Based Awards that may be granted during a calendar year to any Participant shall be: # with respect to Other Stock-Based Awards that are denominated or payable in Shares, 600,000 Shares and # with respect to Other Stock-Based Awards that are not denominated or payable in Shares, ​. Notwithstanding any other provision, with respect to # Other Stock-Based Awards settled in Shares that are subject to time-based vesting, not less than 95% of such Other Stock Based Awards payable in Shares shall vest and become payable at least three years after the date of grant, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Participant's employment, and # Other Stock-Based Awards settled in Shares that are subject to vesting upon the attainment of performance objectives, the minimum performance period shall be one year.determine.

General. Other Awards of Sharesshares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("on, shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock-Based Awards"Awards”). Such Other Stock-Based Awards shall also be available as a form of payment in such form, and dependent on such conditions,the settlement of other Awards granted under the Plan or as the Committee shall determine, including, without limitation, the rightpayment in lieu of compensation to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion ofwhich a specified period of service, the occurrence of an event and/or the attainment of performance objectives.Participant is otherwise entitled. Other Stock-Based Awards may be granted alonepaid in shares of Common Stock or in addition to any other Awards granted undercash, as the Plan. Subject to the provisions of the Plan, the CommitteeBoard shall determine the number of Shares to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). The maximum amount of Other Stock-Based Awards that may be granted during a calendar year to any Participant shall be: # with respect to Other Stock-Based Awards that are denominated or payable in Shares, 600,000 Shares and # with respect to Other Stock-Based Awards that are not denominated or payable in Shares, ​. Notwithstanding any other provision, with respect to # Other Stock-Based Awards settled in Shares that are subject to time-based vesting, not less than 95% of such Other Stock Based Awards payable in Shares shall vest and become payable at least three years after the date of grant, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Participant's employment, and # Other Stock-Based Awards settled in Shares that are subject to vesting upon the attainment of performance objectives, the minimum performance period shall be one year.determine.

Value of Cash-Based Awards or Other Stock-Based Awards. Each Cash-Based Award shall specify a payment amount or payment range as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee,Committee may, in its sole discretion, may grant or sell Awards of Shares and Awards that are valuedestablish performance goals, as provided for in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("Other Stock-Based Awards")[Article 12]. Such Other Stock-Based Awards shall be in such form, and dependent on such conditions, asIf the Committee shall determine, including, without limitation, the rightexercises its discretion to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment ofestablish performance objectives. Other Stock-Based Awards may be granted alone or in addition to any other Awards granted under the Plan. Subject to the provisions of the Plan, the Committee shall determinegoals, the number of Shares to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares and/or a combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). The maximum amountvalue of Other Stock-Based Awards that may be granted during a calendar year to any Participant shall be: # with respect to Other Stock-and/or the amount of the Cash-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are denominated or payable in Shares, 600,000 Shares and # with respect to Other Stock-Based Awards that are not denominated or payable in Shares, ​. Notwithstanding any other provision, with respect to # Other Stock-Based Awards settled in Shares that are subject to time-based vesting, not less than 95% of such Other Stock Based Awards payable in Shares shall vest and become payable at least three years after the date of grant, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Participant's employment, and # Other Stock-Based Awards settled in Shares that are subject to vesting upon the attainment of performance objectives, the minimum performance period shall be one year.met.