The maximum number of shares of Common Stock that may be issued under the Plan shall be 100,000 shares, subject to adjustment in accordance with Section 9. The shares of Common Stock issued under the Plan may be authorized and unissued shares of Common Stock and/or authorized and issued shares of Common Stock purchased or acquired by the Company for any purpose.

The aggregate shares of Common Stock that may be issued under the Plan shall not exceed 3,400,000, subject to adjustment in accordance with Section 8. Common Stock issued under the Plan may be shares of authorized and unissued Common Stock or previously issued Common Stock reacquired by the Company.

Authorized Shares. The total number of shares of Common Stock available for issuance under [Sections 7(c) and 8(a)(1)])] of the Plan is 400,000, subject to adjustment as provided in [Section 7(f)]; provided, however, that the total number of shares of Common Stock that may be issued under this Plan may not exceed one percent of the number of shares of Common Stock outstanding before any issuance under this Plan. Shares available for issuance under the Plan may be authorized and unissued shares or treasury shares, or any combination thereof as the Company may determine from time to time.

General. Subject to adjustment as provided in [Section 4.2] and Article 14, the maximum aggregate number of shares of Common Stock which may be issued under this Plan shall not exceed 7,509,751 shares, which may be either unauthorized and unissued Common Stock or issued Common Stock reacquired by the Company (“Plan Shares”). Determinations as to the number of Plan Shares that remain available for issuance under the Plan shall be made in accordance with this Article 4 and Article 14 and with such rules and procedures as the Committee shall determine from time to time.

The stock issuable under the Plan shall be shares of the Corporation's authorized but unissued or reacquired common stock. The maximum number of shares of common stock which may be issued under the Plan is 7,500,000 shares.

The total number of shares of Common Stock of the Company that may be optioned under the Plan is 250,000, as adjusted after the effective date pursuant to Section 6. The total number of shares that may be granted under the Plan to any employee during any calendar year shall not exceed 150,000 shares, as adjusted. Shares may consist, in whole or in part, of unissued shares or treasury shares. If any shares that have been optioned cease to be subject to option, they may again be optioned under the Plan. During the period that any options granted under the Plan are outstanding, the Company shall reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy all outstanding unexercised options.

The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Corporation on the open market. The number of shares of Common Stock reserved for issuance over the term of the Plan shall be limited to Five Million Three Hundred Fifty Thousand One Hundred Eighty-Seven (5,350, 187) shares. Such share reserve is comprised of # the original Four Million Three Hundred Thousand (4,300,000) shares of Common Stock authorized for issuance under the Plan and # an additional One Million Fifty Thousand One Hundred Eighty-Seven (1,050,187) shares of Common Stock authorized pursuant to Section V.E of Article One as a result of the Special Distribution.

The aggregate number of shares reserved for issuance pursuant to the Plan shall be 400,000 shares of Common Stock, or the number and kind of shares of stock or other securities which shall be substituted for such shares or to which such shares shall be adjusted as provided in Section 8.

Authorized Number of Shares. Subject to adjustment under [Section 9], Awards may be made under the Plan for up to 2,900,000 shares of common stock, $0.0001 par value per share, of the Company (the “Common Stock”). Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

STOCK SUBJECT TO PLAN AND ADJUSTMENT. Shares offered hereunder (hereinafter referred to as “Common Stock”) may be authorized but unissued Common Stock of the Corporation or previously issued Common Stock acquired by the Corporation and held in its treasury. Not more than two hundred thousand (200,000) shares of the Common Stock of the Corporation (as said amount may be adjusted in accordance with Paragraph 9 hereof) shall be sold in the aggregate hereunder. Shares not actually purchased under an offering may be offered again in a subsequent offering.