If any Awards are forfeited, expire, or otherwise terminate without issuance of such Shares, or any Award is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, the Shares to which those Awards were subject, shall, to the extent of such forfeiture, expiration, termination, cash settlement, or non-issuance, again be available for delivery with respect to Awards under the Plan, subject to Section 4(c)(iii) below.

If any Awards areAward or portion thereof under this Plan is for any reason forfeited, expire,canceled, cash-settled, expired or otherwise terminateterminated without issuance of such Shares, or any Award is settled for cash or otherwise does not result in the issuance of all or a portion ofShares, the Shares subject to such forfeited, canceled, cash-settled, expired or otherwise terminated Award, the Shares to which those Awards were subject, shall, to the extent of such forfeiture, expiration, termination, cash settlement, or non-issuance,portion thereof, shall again be available for deliverygrant under the Plan. If Shares are tendered or withheld from issuance with respect to Awardsan Award by the Company in satisfaction of any Option Price, Base Price or tax withholding or similar obligations, such tendered or withheld Shares shall again be available for grant under the Plan, subjectPlan. Notwithstanding the foregoing, and except to Section 4(c)(iii) below.the extent required by applicable law, Replacement Awards shall not be counted against Shares available for grant pursuant to this Plan.

If an outstanding Award for any Awardsreason expires or is terminated or canceled without having been exercised or settled in full, or if Shares acquired pursuant to an Award subject to forfeiture are forfeited, expire, or otherwise terminate without issuance of such Shares, or any Award is settled for cash or otherwise does not result inforfeited under the issuance of all or a portionterms of the Shares subject to suchPlan or the relevant Award, the Shares to which those Awards were subject, shall,allocable to the extentterminated portion of such forfeiture, expiration, termination, cash settlement,Award or non-issuance,such forfeited Shares shall again be available for delivery with respect to Awardsissuance under the Plan, subject to Section 4(c)(iii) below.Plan.

IfIf, after the effective date of the Plan, any AwardsShares covered by an Award other than a Substitute Award, or to which such an Award relates, are forfeited, expire, or if such an Award otherwise terminateterminates without issuancethe delivery of such Shares,Shares or any Award is settled for cash or otherwise does not result in the issuance of all or a portion ofother consideration, then the Shares subject tocovered by such Award, the Sharesor to which those Awards were subject, shall,such Award relates, to the extent of any such forfeiture, expiration,forfeiture or termination, cash settlement,shall again be, or non-issuance, again beshall become, available for delivery with respect to Awardsissuance under the Plan, subject toexcept as otherwise provided in Section 4(c)(iii) below.5(f).

If any Awards are forfeited, expire, or otherwise terminate without issuance of such Shares, orTo the extent that any Award is settled for cashunder the Plan shall be forfeited, shall expire unexercised or otherwise does not resultshall be canceled, in whole or in part, then the issuancenumber of all or a portion ofShares covered by the Shares subject to such Award, the Shares to which those Awards were subject, shall,Award to the extent of such forfeiture, expiration, termination, cash settlement,forfeited, expired or non-issuance,canceled may again be available for delivery with respectawarded pursuant to Awards under the Plan, subject toprovisions of the Plan without again counting against the limitation specified in Section 4(c)(iii) below.4.1(a).

If any AwardsShares subject to an Award are forfeited, expire,expire or otherwise terminate without issuance of such Shares, or any Award is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, the Shares to which those Awards were subject, shall, to the extent of such forfeiture, expiration, termination, cash settlement,termination or non-issuance, again be added back to the number then remaining available for delivery with respect to Awards under the Plan, subject to Section 4(c)(iii) below.Plan.

IfIf, after the effective date of the Plan, any AwardsShares covered by an Award other than a Substitute Award, or to which such an Award relates, are forfeited, expire, or if such an Award otherwise terminateterminates without issuancethe delivery of such Shares,Shares or any Award is settled for cash or otherwise does not result in the issuance of all or a portion ofother consideration, then the Shares subject tocovered by such Award, the Sharesor to which those Awards were subject, shall,such Award relates, to the extent of any such forfeiture, expiration,forfeiture or termination, cash settlement,shall again be, or non-issuance, again beshall become, available for delivery with respect to Awardsissuance under the Plan, subject to Section 4(c)(iii) below.except as otherwise provided in [Section 5(f)].

If # any AwardsShares subject to an Award are forfeited, expire,cancelled or otherwise terminate without issuance of such Shares,expire or any# an Award is settled for cash (in whole or otherwise does not result in the issuance of all or a portion ofpart), the Shares subject to such Award, the Shares to which those Awards were subject,Award shall, to the extent of such forfeiture, expiration, termination,cancellation, expiration or cash settlement, or non-issuance, again be available for delivery with respect to Awards under the Plan, in accordance with [Section 3.1(d)] below. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added to the Shares authorized for grant under paragraph # of this Section: # Shares tendered by the Participant or withheld by the Company in payment of the purchase price of an Option, # Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Option or Stock Appreciation Right, and # Shares subject to Section 4(c)(iii) below.a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof.

IfIf, after the effective date of the Plan, any AwardsShares covered by an Award other than a Substitute Award, or to which such an Award relates, are forfeited, expire, or if such an Award otherwise terminateterminates without issuancethe delivery of such Shares,Shares or any Award is settled for cash or otherwise does not result in the issuance of all or a portion ofother consideration, then the Shares subject tocovered by such Award, the Sharesor to which those Awards were subject, shall,such Award relates, to the extent of any such forfeiture, expiration,forfeiture or termination, cash settlement,shall again be, or non-issuance, again beshall become, available for delivery with respect to Awardsissuance under the Plan, subject toexcept as otherwise provided in Section 4(c)(iii) below.5(f).

If any Awards are forfeited, expire, or otherwise terminate without issuance of such Shares, or any Award is settled for cash or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, the Shares to which those Awards were subject, shall,Notwithstanding anything to the extentcontrary in Section 4.3(a) or [Section 4.3(b)], any shares of such forfeiture, expiration, termination, cash settlement, or non-issuance, again be available for delivery with respectStock subject to Awards under the Plan, subject to Section 4(c)(iii) below.Plan which thereafter terminate by expiration, forfeiture, cancellation, or otherwise, without the issuance of such shares, shall be available again for issuance under the Plan.