Shares Available. Subject to the provisions of [Section 15] of the Plan, the maximum aggregate number of Shares that may be delivered pursuant to Awards under the Plan is 17,600,000 Shares (subject to Section 3(b) and to [Section 15(a)]). For the purposes of calculating the maximum number of Shares that may be issued pursuant to all Awards (including determining the amount of shares that become available under the Plan under [subsection (b)]): # every one Share issuable pursuant to the exercise of an Option or Stock Appreciation Right shall count as one Share and # every one Share underlying Restricted Stock, Restricted Stock Units, or other stock-based Awards shall count as 1.5 Shares.

Shares Available. Subject to the provisions of [Section 15] of the Plan, the maximum aggregateThe number of Shares that may be delivered pursuant to Awardsavailable for issuance under the Plan is 17,600,46,000,000 shares, subject to adjustment as provided below. Notwithstanding the foregoing and subject to adjustment as provided in [Section 5(e), (i)])] no Participant may receive Options and Stock Appreciation Rights under the Plan in any calendar year that relate to more than 250,000 Shares, # the maximum number of Shares (subjectwith respect to Section 3(b)which unrestricted Awards (either as to vesting, performance or otherwise) may be made to employees under the Plan is 450,000 Shares, and to [Section 15(a)]). For the purposes of calculating# the maximum number of Shares that may be issued pursuantwith respect to allany Awards (including determining the amountgranted on or after February 2, 2010 that are not Awards of shares that become available under the Plan under [subsection (b)]): # every one Share issuable pursuant to the exercise of an OptionOptions or Stock Appreciation RightRights shall count as one Share and # every one Share underlying Restricted Stock, Restricted Stock Units, or other stock-based Awards shall count as 1.5 Shares.be 13,940,000.

Shares Available. Subject to the provisions of [Section 15] of the Plan, the maximum aggregateThe number of Shares that may be delivered pursuant to Awardsavailable for issuance under the Plan is 17,600,39,800,000 shares, subject to adjustment as provided below. Notwithstanding the foregoing and subject to adjustment as provided in Section 5(e), (i) no Participant may receive Options and Stock Appreciation Rights under the Plan in any calendar year that relate to more than 250,000 Shares, # the maximum number of Shares (subjectwith respect to Section 3(b)which unrestricted Awards (either as to vesting, performance or otherwise) may be made to employees under the Plan is 450,000 Shares, and to [Section 15(a)]). For the purposes of calculating# the maximum number of Shares that may be issued pursuantwith respect to allany Awards (including determining the amountgranted on or after February 2, 2010 that are not Awards of shares that become available under the Plan under [subsection (b)]): # every one Share issuable pursuant to the exercise of an OptionOptions or Stock Appreciation RightRights shall count as one Share and # every one Share underlying Restricted Stock, Restricted Stock Units, or other stock-based Awards shall count as 1.5 Shares.be 9,740,000.

Shares Available. Subject to the provisions ofadjustment as provided in [Section 15] of4(B)], the Plan, the maximum aggregate number of Shares that may be deliveredreserved and available for issuance pursuant to Awards granted under the Plan is 17,600,000 Shares (subject to Section 3(b) and to [Section 15(a)]). For the purposes of calculating theshall be 1,500,000. The maximum number of Shares that may be issued pursuant to all Awards (including determining the amountupon exercise of shares that become availableIncentive Stock Options granted under the Plan shall be 1,500,000. From and after the Effective Date, no further awards shall be granted under [subsection (b)]): # every one Share issuable pursuantthe Prior Plan and the Prior Plan shall remain in effect only so long as awards granted thereunder shall remain outstanding. If, after the Effective Date, any Shares covered by an Award granted under this Plan, or to which such an Award relates, are forfeited, or if such an Award is settled for cash or otherwise terminates, expires unexercised, or is canceled without the delivery of Shares, then the Shares covered by such Award, or to which such Award relates, or the number of Shares otherwise counted against the aggregate number of Shares with respect to which Awards may be granted, to the extent of any such settlement, forfeiture, termination, expiration, or cancellation, shall again become Shares with respect to which Awards may be granted. Shares withheld from an Award to satisfy tax withholding requirements shall count against the number of Shares remaining available for Awards under the Plan, and Shares delivered by a participant to satisfy tax withholding requirements shall not be added to the number of Shares remaining available for Awards under the Plan. In addition, # the full number of Shares subject to an Option shall count against the number of Shares remaining available for Awards under the Plan, even if the exercise price of an Option is satisfied through net-settlement or by delivering Shares to the Company (by either actual delivery or attestation), and # the full number of Shares subject to a Stock Appreciation Right shall count as one Share and # every one Share underlying Restricted Stock, Restricted Stock Units, or other stock-basedagainst the number of Shares remaining available for Awards shall count as 1.5 Shares.under the Plan (rather than the net number of Shares actually delivered upon exercise).

Number of Shares Available. Subject to the provisions of [Section 15] of the Plan, the maximum aggregateAvailable for Awards. The total number of Shares that may be delivered pursuant to Awards under the Plan is 17,600,000 Shares (subject to Section 3(b) and to [Section 15(a)]). For the purposesshares of calculating the maximum number of SharesStock that may be issued pursuant to all Awards (including determining the amount of shares that become availableOptions and/or Restricted Stock under the Plan under [subsection (b)]): # every one Share issuable pursuant tomay not exceed 2,332,500, and the exercisetotal number of an Option orAwards of Stock Appreciation Right shall count as one Share and # every one Share underlying Restricted Stock,Rights, Restricted Stock Units, Performance Units and/or Performance Shares may not exceed the equivalent of 1,400,400 shares. (No shares of Stock will in fact be issued by the Company upon the issuance or exercise of any or all rights under Stock Appreciation Rights, Restricted Stock Units, Performance Units or Performance Shares.) Such number of shares shall be subject to adjustment upon occurrence of any of the events indicated in Section 5(d). The shares of Stock to be delivered under the Plan may consist, in whole or in part, of authorized but unissued Stock or treasury Stock, not reserved for any other stock-based Awards shall count as 1.5 Shares.purpose.

Number of Shares Available.Authorized and Available for Awards. Subject to the provisions of [Section 15]adjustment as provided in Section 4.4 of the Plan, the maximum aggregate number of Shares that may be delivered pursuant to Awardsauthorized and available for issuance under the Plan is 17,600,shall be 15,700,000 Shares (subject to Section 3(b) and to [Section 15(a)]). Forplus the purposes of calculating the maximum number of Shares that may be issued pursuantsubject to all Awards (including determining the amount of shares that become availableoutstanding stock options or restricted stock units under the Prior Plans as of the date of stockholder approval of this Plan that thereafter expire or terminate without issuance of the Shares. In connection with approving this Plan, the Board of Directors has approved a resolution that, effective upon receipt of stockholder approval of this Plan, any Shares available for issuance under [subsection (b)]): # every one Share issuable pursuantthe Prior Plans that are not subject to outstanding awards under the exercise of an Option or Stock Appreciation Right shall count as one Share and # every one Share underlying Restricted Stock, Restricted Stock Units, or other stock-based Awards shall count as 1.5 Shares.Prior Plans will no longer be available for issuance under the Prior Plans.

Shares Available.Shares. Subject to adjustment as provided in Section 4.2, the provisions of [Section 15] of the Plan, the maximum aggregate number of Shares thatwhich may be delivered pursuantissued under this Plan shall not exceed Three Million Five Hundred Thousand (3,500,000) Shares. Shares issued and sold under the Plan may be either authorized but unissued Shares or Shares held in the Company’s treasury. To the extent that any Award involving the issuance of Shares is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or other conditions of the Award, or is otherwise terminated without an issuance of Shares being made thereunder, the Shares covered thereby will no longer be counted against the foregoing maximum Share limitations and may again be made subject to Awards under the Plan is 17,600,000pursuant to such limitations. Any Awards or portions of Awards that are settled in cash and not in Shares (subject to Section 3(b) and to [Section 15(a)]). Forshall not be counted against the purposes of calculating theforegoing maximum Share limitations. The number of Shares that may be issued pursuantsubject to all Awards (including determining the amount of shares that become availablegranted under the Plan under [subsection (b)]): # every one Share issuable pursuant to any single Participant shall not exceed, in the exerciseaggregate, 500,000 Shares per year (subject to adjustment as provided in Section 4.2). The number of an Option orShares subject to Stock Options and Stock Appreciation RightRights granted under the Plan to any single Participant shall countnot exceed, in the aggregate, 500,000 Shares per fiscal year (subject to adjustment as one Shareprovided in Section 4.2). These per-Participant limits shall be construed and # every one Share underlying Restricted Stock, Restricted Stock Units, or other stock-based Awards shall count as 1.5 Shares.applied consistently with Code Section 162(m) and the regulations thereunder.

The total number of Shares Available. Subject towhich may be issued under the provisionsPlan is 200,000,000, of [Section 15]which no more than 20% may be issued in the form of the Plan, theRestricted Stock or Other Stock-Based Awards payable in Shares. The maximum aggregate number of Shares thatwith respect to which Awards may be delivered pursuantgranted during a calendar year, net of any Shares which are subject to Awards under(or portions thereof) which, during such year, terminate or lapse without payment of consideration, shall be equal to 2% of the Plan is 17,600,000number of Shares (subjectoutstanding on December 31 of the preceding calendar year. The maximum number of Shares with respect to Section 3(b) andwhich Awards may be granted during a calendar year to [Section 15(a)]). For the purposes of calculatingany Participant shall be 2,000,000; provided that the maximum number of Shares that may be issued pursuantawarded in the form of Restricted Stock or Other Stock-Based Awards payable in Shares during any calendar year to all Awards (including determining the amountany Participant shall be 600,000. The Shares may consist, in whole or in part, of shares that becomeunissued Shares or treasury Shares. The number of Shares available for issuance under the Plan shall be reduced by the full number of Shares covered by Awards granted under [subsection (b)]): # every one Share issuable pursuant to the exercisePlan (including, without limitation, the full number of an Option orShares covered by any Stock Appreciation Right, regardless of whether any such Stock Appreciation Right shall count as one Share and # every one Share underlying Restricted Stock, Restricted Stock Units, or other stock-basedAward covering Shares under the Plan is ultimately settled in cash or by delivery of Shares); provided, however, that the number of Shares covered by Awards (or portions thereof) that are forfeited or that otherwise terminate or lapse without the payment of consideration in respect thereof shall count as 1.5 Shares.again become available for issuance under the Plan; and provided further that any Shares that are forfeited after the actual issuance of such Shares to a Participant under the Plan shall not become available for re-issuance under the Plan.

Section # Shares Available.Available Under the Plan. Subject to the provisions of [Section 15] of the Plan, the maximum aggregate number of Shares that may be delivered pursuant to Awards under the Plan is 17,600,000 Shares (subject toadjustment as set forth in Section 3(b) and to [Section 15(a)]). For the purposes of calculating3.2, the maximum number of Sharesshares of Stock that may be issued pursuantor delivered and as to allwhich Awards (including determining the amount of shares that become availablemay be granted under the Plan will be equal to the sum of: # 4,248,497 shares of Stock, which were authorized at the time that the Plan was first adopted by the Board effective January 13, 2010; # 3,000,000 shares of Stock; # any shares of Stock subject to an Award under [subsection (b)]):the Plan that expires without being exercised, or is forfeited, canceled, settled or otherwise terminated without a distribution of Stock to the Participant; # every one Share issuable pursuantshares of Stock not delivered to the Participant because the Award is exercised through a reduction of shares subject to the Award (i.e., “net exercised”); and # shares of Stock delivered (either actually or by attestation) to or withheld by the Corporation in connection with the exercise of an Option awarded under the Plan, or in payment of any required income tax withholding for the exercise of an Option or Stock Appreciation Right shall count as one Share and # every one Share underlying Restricted Stock,the vesting of Restricted Stock Units,awarded under the Plan. The shares that may be issued or other stock-based Awards shall count as 1.5 Shares.delivered under the Plan may be either authorized but unissued shares, repurchased shares, or partly each.

Shares Available.Subject to the Plan. The shares of Stock with respect to which awards may be made under the Plan shall be either authorized and unissued shares or issued and outstanding shares (including, in the discretion of the Board, shares purchased in the market). Subject to the provisions of [Section 15] of1.10], the Plan, the maximum aggregate number of Shares that may be delivered pursuant to Awards under the Plan is 17,600,000 Shares (subject to Section 3(b) and to [Section 15(a)]). For the purposesshares of calculating the maximum number of Shares that may be issued pursuant to all Awards (including determining the amount of shares that becomeStock available under the Plan for the grant of Stock Options with or without tandem Stock Appreciation Rights, Performance Units and Restricted Stock shall not exceed 6,000,000 shares in the aggregate. If, for any reason, any award under [subsection (b)]): # every one Share issuablethe Plan or any portion of the award, shall expire, terminate or be forfeited or canceled, or be settled in cash pursuant to the exerciseterms of an Option orthe Plan and, therefore, any such shares are no longer distributable under the award, such shares of Stock Appreciation Right shall count as one Share and # every one Share underlying Restricted Stock, Restricted Stock Units, or other stock-based Awards shall count as 1.5 Shares.again be available for award under the Plan.