Availability of Shares Not Issued under Awards. Shares of Stock subject to an Award under this Plan that expires or is canceled, forfeited, settled in cash or otherwise terminated without an issuance of shares to the Participant, including # shares forfeited with respect to Restricted Stock and # the number of shares withheld or surrendered in payment of any exercise or purchase price of an Award or taxes relating to Awards, in each case, will again be available for Awards under this Plan, except that if any such shares could not again be available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. Notwithstanding the foregoing, with respect to any Option, Stock Appreciation Right, or other Award for which a Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market Value of the Stock determined as of the date of grant, the following shares will not, in each case, be available for future Awards under the Plan: # shares tendered or withheld in payment of any exercise or purchase price of such Award or taxes relating to such Award, # shares that were subject to such Award that was exercised, or # shares repurchased on the open market with the proceeds of such Award’s exercise price. If an Award may be settled only in cash, such Award need not be counted against any of the share limits under this [Section 4] but will remain subject to the limitations in [Section 5] to the extent required to preserve the status of any Award intended to be a [Section 162(m)] Award.

AvailabilityShares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If an Award entitles the Participant to receive or purchase Shares, the number of Shares Not Issuedcovered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under Awards.the Plan. If any Shares of Stock subject to an Award under this Plan thatare forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires or is canceled, forfeited, settled in cash or otherwise terminated without an issuancea distribution of sharesShares to the Participant, including # shares forfeitedthe Shares with respect to Restrictedsuch Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for granting Awards under the Plan. Notwithstanding the foregoing, Shares surrendered or withheld as payment of either the Exercise Price of an Award (including Shares otherwise underlying a Stock andAppreciation Right that are retained by the Company to account for the Exercise Price of such Stock Appreciation Right) and/or withholding taxes in respect of an Award shall no longer be available for grant under the Plan. In addition, # to the extent an Award is denominated in shares of Common Stock, but paid or settled in cash, the number of shares withheldof Common Stock with respect to which such payment or surrendered in payment of any exercise or purchase price of an Award or taxes relating to Awards, in each case, willsettlement is made shall again be available for grants of Awards under this Plan, except that if any such shares could not again be available for Awardspursuant to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. Notwithstanding the foregoing, with respect to any Option, Stock Appreciation Right, or other Award for which a Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market Value of the Stock determined as of the date of grant, the following shares will not, in each case, be available for future Awards under the Plan:Plan and # shares tendered or withheld in payment of any exercise or purchase price of such Award or taxes relating to such Award, # sharesCommon Stock underlying Awards that were subject to such Award that was exercised, or # shares repurchased on the open market with the proceeds of such Award’s exercise price. If an Award maycan only be settled only in cash, such Award needcash shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan. Upon the exercise of any of the share limits under this [Section 4] but will remain subject to the limitationsAward granted in [Section 5]tandem with any other Awards, such related Awards shall be cancelled to the extent requiredof the number of Shares as to preservewhich the statusAward is exercised and, notwithstanding the foregoing, such number of any Award intended toShares shall no longer be a [Section 162(m)] Award.available for grant under the Plan.

Availability ofIf # any Shares Not Issued under Awards. Shares of Stock subject to an Award under this Plan that expiresare forfeited, cancelled or expire or # an Award is canceled, forfeited, settled for cash (in whole or in cash or otherwise terminated without an issuance of sharespart), the Shares subject to such Award shall, to the Participant, including # shares forfeited with respect to Restricted Stock and # the numberextent of shares withheldsuch forfeiture, cancellation, expiration or surrendered in payment of any exercise or purchase price of an Award or taxes relating to Awards, in each case, willcash settlement, again be available for 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 Plan, except that ifSection: # 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 such shares could not again be available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. Notwithstanding the foregoing,tax withholding obligation with respect to any Option,an Option or Stock Appreciation Right, or other Award for whichand # Shares subject to a Participant pays (orStock Appreciation Right that are not issued in connection with the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market Valuestock settlement of the Stock determined as of the date of grant, the following shares will not, in each case, be available for future Awards under the Plan: # shares tendered or withheld in payment of anyAppreciation Right on exercise or purchase price of such Award or taxes relating to such Award, # shares that were subject to such Award that was exercised, or # shares repurchased on the open market with the proceeds of such Award’s exercise price. If an Award may be settled only in cash, such Award need not be counted against any of the share limits under this [Section 4] but will remain subject to the limitations in [Section 5] to the extent required to preserve the status of any Award intended to be a [Section 162(m)] Award.thereof.

Availability of Shares Not Issued under Awards. SharesTo the extent any shares of Stock subject tocovered by an Award under this Plan that expiresare not delivered to a Participant or beneficiary thereof because the Award expires, is canceled, forfeited, settled in cashlapses without exercise, canceled or otherwise terminated without an issuanceterminated, or any shares of shares to the Participant, including # shares forfeited with respect to Restricted Stock and #(as defined in [Section 9]) are forfeited, such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares withheld or surrendered in payment of any exercise or purchase price of an Award or taxes relating to Awards, in each case, will againStock available for delivery under the Plan with respect to, and shall be available for Awardsfor, future grants of Awards. Notwithstanding the preceding sentence, shares of stock used to pay the exercise price or withholding taxes related to an outstanding Award shall be treated as issued under this Plan, except that if any such shares couldthe Plan and may not again be made available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. Notwithstanding the foregoing, with respect to any Option, Stock Appreciation Right, or other Award for which a Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market Value of the Stock determinedissuance as of the date of grant, the following shares will not, in each case, be available for future Awards under the Plan: # shares tendered or withheldPlan. Any Stock Appreciation Right awarded under the Plan will count as granted and not as settled if settled in payment of any exercise or purchase price of such Award or taxes relating to such Award, # shares that were subject to such Award that was exercised, or # shares repurchased on the open market with the proceeds of such Award’s exercise price. If an Award may be settled only in cash, such Award need not be counted against any of the share limits under this [Section 4] but will remain subject to the limitations in [Section 5] to the extent required to preserve the status of any Award intended to be a [Section 162(m)] Award.Stock.

Availability ofIf any Shares Not Issued under Awards. Shares of Stock subject to an Award under this Plan that expiresare forfeited or expire or such Award is canceled, forfeited, settled for cash (in whole or in cash or otherwise terminated without an issuance of sharespart), the Shares subject to such Award shall, to the Participant, including # shares forfeited with respect to Restricted Stock and # the numberextent of shares withheldsuch forfeiture, expiration or surrendered in payment of any exercise or purchase price of an Award or taxes relating to Awards, in each case, willcash settlement, again be available for future grants of Awards under this Plan, except that if any such shares could not again be available for Awards to a particular Participant under any applicable law or regulation, such sharesthe Plan and shall be available exclusively for Awardsadded back to Participants who are not subject to such limitation. Notwithstanding the foregoing, withShare Limit in the same number of Shares as were debited from the Share Limit in respect to any Option, Stock Appreciation Right, or other Award for which a Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market Value of the Stock determined asgrant of such Award (as may be adjusted in accordance with [Section 12.2] hereof). Notwithstanding anything to the date of grant,contrary contained herein, the following sharesShares shall not be added back to the Share Limit and will not, in each case,not be available for future Awards undergrants of Awards: # Shares tendered by a Participant or withheld by the Plan: # shares tendered or withheldCompany in payment of anythe exercise or purchase price of such Awardan Option; # Shares tendered by the Participant or taxes relatingwithheld by the Company to such Award,satisfy any tax withholding obligation with respect to an Award; # shares that wereShares subject to such Awarda Stock Appreciation Right that was exercised, orare not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof; and # shares repurchasedShares purchased on the open market with the cash proceeds from the exercise of Options. Any Shares repurchased by the Company under [Section 8.4] hereof at the same price paid by the Participant so that such Award’s exercise price. If an Award mayShares are returned to the Company will again be settled onlyavailable for Awards. The payment of Dividend Equivalents in cash, such Award needcash in conjunction with any outstanding Awards shall not be counted against anythe Shares available for issuance under the Plan. Notwithstanding the provisions of this [Section 3.1(b)], no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the share limits under this [Section 4] but will remain subject to the limitations in [Section 5] to the extent required to preserve the status of any Award intended to be a [Section 162(m)] Award.Code.

Availability of Shares Not Issued under Awards. Shares of Stock subjectIn addition to an Award under this Plan that expires or is canceled, forfeited, settled in cash or otherwise terminated without an issuance of shares to the Participant, including # shares forfeited with respect to Restricted Stock and # the number of shares withheld or surrenderedShares provided for in payment[Section 2.1] of any exercise or purchase price of an Award or taxes relating to Awards, in each case, will againthe Plan, the following Shares shall be available for Awards under this Plan, exceptthe Plan: (a) Shares covered by an Award that ifexpires or is forfeited, canceled, surrendered, or otherwise terminated without the issuance of such Shares; (b) Shares covered by an Award that is settled only in cash; and (c) Shares granted through the assumption of, or in substitution for, outstanding awards granted by a company to individuals who become Employees, Non-Employee Directors, or Consultants as the result of a merger, consolidation, acquisition, or other corporate transaction involving such company and the Company or any such shares could notof its Affiliates. Notwithstanding anything in the Plan to the contrary, in no event shall the following Shares again bebecome available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. Notwithstanding the foregoing, with respect to any Option, Stock Appreciation Right, or other Award for which a Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market Value of the Stock determinedissuance as of the date of grant, the following shares will not, in each case, be available for future Awards under the Plan: # shares(i) Shares not issued or delivered as a result of the net settlement of an Option or a Stock Appreciation Right that is settled in Shares; (ii) Shares tendered or withheld in payment of anyto pay the exercise or purchase price of such Awardan Award; (iii) Shares tendered or withheld to pay the withholding taxes relatingrelated to such Award, # shares that were subject to such Award that was exercised, or # sharesan Award; and (iv) Shares repurchased on the open market with the proceeds of such Award’s exercise price. If an Award may be settled only in cash, such Award need not be counted against any of the share limits under this [Section 4] but will remain subject to the limitations in [Section 5] to the extent required to preserve the status of any Award intended to be a [Section 162(m)] Award.Option exercise.

Availability of Shares Not Issued underLapsed Awards. Shares of Stock subject toIf an Award under this Plan that expires or is canceled, forfeited, settledbecomes unexercisable without having been exercised in cash or otherwise terminated without an issuance of shares to the Participant, including # shares forfeitedfull, or, with respect to Restricted Stock, Restricted Stock and #Units, Performance Units or Performance Shares is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of shares withheldShares covered by the portion of the Award so exercised, whether or surrendered in paymentnot actually issued pursuant to such exercise, will cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of anyRestricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise or purchase price of an Award or taxes relating to Awards, in each case,satisfy the tax liabilities or withholdings related to an Award will again be available for Awards under this Plan, except that if any such shares could not again be available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. Notwithstanding the foregoing, with respect to any Option, Stock Appreciation Right, or other Award for which a Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market Value of the Stock determined as of the date of grant, the following shares will not, in each case, bebecome available for future Awardsgrant or sale under the Plan: # shares tendered or withheldPlan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of any exercise or purchase price of such Award or taxes relating to such Award, # shares that wereShares available for issuance under the Plan. Notwithstanding the foregoing and, subject to such Awardadjustment as provided in [Section 14], the maximum number of Shares that was exercised, or # shares repurchased on the open market with the proceeds of such Award’s exercise price. If an Award may be settled only in cash, such Award need not be counted against anyissued upon the exercise of Incentive Stock Options will equal the share limits under this [Section 4] but will remain subject to the limitationsaggregate Share number stated in [Section 5]3.1], plus, to the extent requiredallowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to preserve the status of any Award intended to be a [Section 162(m)] Award.3.2].

AvailabilityAwards Not Exercised; Effect of Receipt of Shares. If any outstanding Award or portion thereof, expires, or is terminated, canceled or forfeited, the Shares Not Issuedthat would otherwise be issuable or released from restrictions with respect to the unexercised or non-Vested portion of such expired, terminated, canceled or forfeited Award shall be available for subsequent Awards under Awards.this Plan. If the Exercise Price of an Award is paid in Shares, or if Shares of Stock subjectare withheld by the Company to cover a Participant’s tax obligations with respect to an Award under this Plan that expirespursuant to [Section 15.1 or is canceled, forfeited, settled15.2]2] of the Plan, the Shares received by the Company in cash or otherwise terminated without an issuance of sharesconnection therewith shall not be added to the Participant, including # shares forfeited with respect to Restricted Stock and # themaximum aggregate number of shares withheld or surrendered in payment of any exercise or purchase price of an Award or taxes relating to Awards, in each case, will againShares which may be available for Awardsissued under this Plan, except that if any such shares could not again be available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. Notwithstanding the foregoing, with respect to any Option,[Section 3.1]. Where Stock Appreciation Right, or other Award for which aRights are settled by delivery of Shares, the actual number of Shares delivered to the Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market Value of the Stock determined as of the date of grant, the following shares will not, in each case, be available for future Awards under the Plan: # shares tendered or withheld in payment of any exercise or purchase price of such Award or taxes relating to such Award, # shares that were subject to such Award that was exercised, or # shares repurchased on the open market with the proceeds of such Award’s exercise price. If an Award may be settled only in cash, such Award need notshall be counted against anythe maximum aggregate number of the share limitsShares which may be issued under this [Section 4] but will remain subject to the limitations in [Section 5] to the extent required to preserve the status of any Award intended to be a [Section 162(m)] Award.3.1].

Availability of Shares Not Issued under Awards. Shares of Stock subject tocovered by an Award under this Plan that expiresshall only be counted as used to the extent they are actually issued and delivered to a Participant, or, if permitted by the Compensation Committee, a Participant’s designated transferee. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or is canceled, forfeited,otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, or otherwise terminated without anare exchanged with the Compensation Committee’s permission, prior to the issuance of shares to the Participant, including # shares forfeited with respect to Restricted Stock and # the number of shares withheld or surrendered in payment of any exercise or purchase price of an Award or taxes relating to Awards, in each case, will again be availableShares, for Awards under this Plan, except that if any such shares could not again be available for Awards to a particular Participant under any applicable law or regulation, such sharesinvolving Shares, shall be available exclusivelyagain for Awards to Participants who are not subject to such limitation.grant under the Plan. Notwithstanding the foregoing, if the Option Price of any Option granted under the Plan or the tax withholding requirements with respect to any Option, Stock Appreciation Right, or other Award for which a Participant pays (or the value or amount payablegranted under the AwardPlan are satisfied by withholding or tendering Shares to the Company (by either actual delivery or by attestation), or if a SAR is reduced by) an amount equal toexercised, both the number of Shares issued and the Shares withheld or exceedingtendered, if any, will be deemed delivered for purposes of determining the Fair Market Valuemaximum number of the Stock determined as of the date of grant, the following shares will not, in each case, beShares available for future Awardsdelivery under the Plan: # shares tenderedPlan. The maximum number of Shares available for issuance under the Plan shall not be reduced to reflect any dividends or withheld in payment of any exercisedividend equivalents that are reinvested into additional Shares or purchase price of such Awardcredited as additional Restricted Stock, Restricted Stock Units, Performance Shares, or taxes relating to such Award, # shares that were subject to such Award that was exercised, or # shares repurchased onStock-Based Awards. The Shares available for issuance under the open market with the proceeds of such Award’s exercise price. If an AwardPlan may be settled only in cash, such Award need not be counted against any of the share limits under this [Section 4] but will remain subject to the limitations in [Section 5] to the extent required to preserve the status of any Award intended to be a [Section 162(m)] Award.authorized and unissued Shares or treasury Shares.

AvailabilityAny shares of Shares Not Issued under Awards. Shares ofCompany Stock subject to an Award under this Plan that expires or is canceled, forfeited, settledforfeited or expires prior to exercise, vesting or settlement, either in cashfull or otherwise terminated without anin part, shall again become available for issuance ofunder the Plan; provided that shares subject to the Participant, including # shares forfeited with respect to Restricted Stock and # the number of shares withheld or surrendered in payment of any exercise or purchase price of an Award or taxes relating to Awards, in each case, will again be available for Awards under this Plan, except that if any such shares couldshall not again be made available for Awards to a particular Participantissuance or delivery under any applicable law or regulation,the Plan if such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. Notwithstanding the foregoing, with respect to any Option, Stock Appreciation Right, or other Award for which a Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market Value of the Stock determined as of the date of grant, the following shares will not, in each case, be available for future Awards under the Plan: # shares tendered or withheld in payment of an Option exercise price or to satisfy any exercise or purchase priceamount of such Award or taxes relating to such Award, # shares that were subject to such Award that was exercised, or # shares repurchased on the open markettax withholding with the proceeds of such Award’s exercise price. If an Award may be settled only in cash, such Award need not be counted against any of the share limits under this [Section 4] but will remain subjectrespect to the limitations in [Section 5] to the extent required to preserve the status of any Award intended to be a [Section 162(m)] Award.