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.

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.

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 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.

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.

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.

There shall be reserved for use under the Plan (subject to the provisions of Section 8 hereof) a total of 1,645,312 shares of Common Stock, which shares may be authorized but unissued shares of Common Stock, treasury shares, or issued shares of Common Stock that shall have been reacquired by the Company.

Amount. Up to an aggregate of 44,300,000 shares of Common Stock, subject to adjustment under [subsection (b)], may be issued pursuant to Awards, including Incentive Stock Options, under the Plan. If any Award expires or is terminated unexercised or is forfeited, the shares subject to such Award, to the extent of such expiration, termination, or forfeiture, shall again be available for award under the Plan. Common Stock issued through the assumption or substitution of outstanding grants from an acquired company shall not reduce the shares available for Awards under the Plan. Shares issued under the Plan may consist of authorized but unissued shares or treasury shares.

There shall be reserved for use under the Plan (subject to the provisions of [Section 8] hereof) a total of 1,645,312 shares of Common Stock, which shares may be authorized but unissued shares of Common Stock, treasury shares, or issued shares of Common Stock that shall have been reacquired by the Company.