Shares of Stock delivered under the Plan in settlement, assumption or substitution of outstanding awards (or obligations to grant future awards) under the plans or arrangements of another entity shall not reduce the maximum number of shares of Stock available for delivery under the Plan, to the extent that such settlement, assumption or substitution as a result of the Company or a Related Company acquiring another entity (or an interest in another entity).

any Award Shares of Stock delivered undergranted by the PlanCompany in settlement, assumption of, or in substitution of outstandingor exchange for, awards (or obligations to grant future awards) underpreviously granted by a company acquired by the plansCompany or arrangements of another entitya Subsidiary, or with which the Company or a Subsidiary combines, shall not reduce the maximum aggregate number of Shares available for issuance under the Plan (to the extent permitted under applicable stock exchange rules), and available shares of Stock available for deliverystock under the Plan, to the extent thata shareholder-approved stock compensation plan of any such settlement, assumptionacquired company or substitution as a result ofcompany with which the Company or a Related Company acquiring another entity (or an interest in another entity)Subsidiary combines (as adjusted to reflect the transaction) may be used for Awards under the Plan and shall not reduce the number of Shares available under the Plan (to the extent permitted by applicable stock exchange rules).