Substitution and Assumption of Awards. The Committee may make Awards under the Plan by assumption, substitution or replacement of stock options, stock appreciation rights, stock units or similar awards granted by another entity (including a Parent or Subsidiary), if such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate). The terms of such assumed, substituted or replaced Awards shall be as the Committee, in its discretion, determines is appropriate, notwithstanding limitations on Awards in the Plan. Any such substitute or assumed Awards shall not count against the Absolute Share Limit set forth in Section 5.a) (nor shall Shares subject to such Awards be added to the Shares available for Awards under the Plan as provided in Section 5.b) above), except that Shares acquired by exercise of substitute ISOs will count against the maximum number of Shares that may be issued pursuant to the exercise of ISOs under the Plan.

Substitution and Assumption of Awards. The Committee may make Awards under the Plan by assumption, substitution or replacement of stock options, stock appreciation rights, stock units or similar awards granted by another entity (including a Parent or Subsidiary), if such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate). The terms of such assumed, substituted or replaced Awards shall be as the Committee, in its discretion, determines is appropriate, notwithstanding limitations on Awards in the Plan. Any such substitute or assumed Awards shall not count against the Absolute Share Limitlimitation set forth in Section 5.5(a) (nor shall Shares subject to such Awards be added to the Shares available for Awards under the Plan as provided in Section 5.5(b) above), except that Shares acquired by exercise of substitute ISOs will count against the maximum number of Shares that may be issued pursuant to the exercise of ISOs under the Plan.

Assumption or Substitution and Assumption of Awards.Awards by the Company. The CommitteeCompany, from time to time, may make Awards under the Plan by assumption, substitutionassume or replacement of stock options, stock appreciation rights, stock units or similarsubstitute outstanding awards granted by another entity (including a Parent or Subsidiary), if such assumption, substitution or replacement iscompany, in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Company (and/or its Parent or Subsidiary) andacquisition of such other entity (and/company (the “Substitute Awards”), by either: # granting an Award under the Plan in substitution of such other company’s award; or its affiliate). The# assuming such award as if it had been granted under the Plan if the terms of such assumed,assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or replaced Awards shallassumed award is eligible to be granted an Award under the Plan. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the purchase price or the exercise price, as the Committee,case may be, the number and nature of shares of Stock issuable upon exercise or settlement of any such award and the other terms of such award will be adjusted appropriately consistent with Sections 409A and 424(a) of the Code). In the event the Company elects to grant a new Stock Option or Stock Appreciation Right in its discretion, determines is appropriate, notwithstanding limitations onsubstitution rather than assuming an existing option or stock appreciation right, as applicable, such new Stock Option or Stock Appreciation Right may be granted with a similarly adjusted exercise price. Substitute Awards inwill not reduce the Plan. Any such substitute or assumed Awards shall not count against the Absolute Share Limit set forth in Section 5.a) (nor shall Shares subject to such Awards be added to the Shares availablenumber of shares of Stock authorized for Awardsgrant under the Plan as provided in Section 5.b) above), except that Shares acquired by exercise of substitute ISOs will count against the maximum number of Shares that may be issued pursuant to the exercise of ISOs under the Plan.

Substitution and AssumptionSubstitute Awards. In connection with a merger or consolidation of Awards. The Committeean entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may makegrant Awards under the Plan by assumption,in substitution for any options or replacement ofother stock options, stock appreciation rights, stock units or similarstock-based awards granted by anothersuch entity (including a Parent or Subsidiary), ifan affiliate thereof. Substitute Awards may be granted on such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidation or similar transaction involving the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate). The terms of such assumed, substituted or replaced Awards shall be as the Committee,Board deems appropriate in its discretion, determines is appropriate,the circumstances, notwithstanding any limitations on Awards contained in the Plan. Any such substitute or assumedSubstitute Awards shall not count against the Absolute Share Limitoverall share limit set forth in Section 5.4(a) (nor shall Shares subject to such Awards be added to the Shares available for Awards under the Plan as provided in Section 5.b) above), except that Shares acquired by exercise of substitute ISOs will count against the maximum number of Shares thatas may be issued pursuant torequired by reason of [Section 422] and related provisions of the exercise of ISOs under the Plan.Code.

Substitution and Assumption ofSubstitute Awards. The Committee may makealso grant Awards under the Plan by assumption,in substitution for, or replacement of stock options, stock appreciation rights, stock units or similar awards granted by another entity (including a Parent or Subsidiary), if such assumption, substitution or replacement is in connection with an asset acquisition, stock acquisition, merger, consolidationthe assumption of, existing awards granted or similarissued by another corporation and assumed or otherwise agreed to be provided for by the Company pursuant to or by reason of a transaction involving a merger, consolidation, acquisition of property or stock, separation, corporate reorganization or liquidation to which the Company (and/or its Parent or Subsidiary) and such other entity (and/or its affiliate).a Subsidiary is a party. The terms and conditions of such assumed, substituted or replacedthe Substitute Awards shall be asmay vary from the Committee, in its discretion, determines is appropriate, notwithstanding limitations on Awards in the Plan. Any such substitute or assumed Awards shall not count against the Absolute Share Limitterms and conditions set forth in Section 5.a) (nor shall Shares subject to such Awards be addedthe Plan to the Shares available for Awards underextent that the Plan as providedBoard at the time of the grant may deem appropriate to conform, in Section 5.b) above), except that Shares acquired by exercise of substitute ISOs will count against the maximum number of Shares that may be issued pursuantwhole or in part, to the exerciseprovisions of ISOs under the Plan.awards in substitution for which they are granted.