Additional Shares. This paragraph # applies to all Awards granted under the Plan, including Awards granted prior to the Restatement Effective Date. If Restricted Shares are forfeited, then such Shares shall again become available for Awards under the Plan. If Stock Units, Options or SARs are forfeited, cancelled or terminate for any reason before being exercised or settled, or an Award is settled in cash without the delivery of Shares to the holder, then any Shares subject to the Award shall again become available for Awards under the Plan. Only the number of Shares (if any) actually issued in settlement of Awards (and not forfeited) shall reduce the number available in [Section 5(a)] and the balance shall again become available for Awards under the Plan. Any Shares withheld to satisfy the purchase price or Exercise Price or tax withholding obligation pursuant to any Award shall again become available for Awards under the Plan. Notwithstanding the foregoing provisions of this [Section 5(b)], Shares that have actually been issued shall not again become available for Awards under the Plan, except for Shares that are forfeited or do not become vested.

Additional Shares. This paragraph # applies to all Awards granted under the Plan, including Awards granted prior to the Restatement Effective Date. If Restricted Shares are forfeited, then such Shares shall again become available for Awards under the Plan. If Stock Units, Options or SARs are forfeited, cancelledforfeited or terminate for any reason before being exercised or settled, or an Award is settled in cash withoutthen the delivery ofcorresponding Shares to the holder, then any Shares subject to the Award shall again become available for Awards under the Plan. OnlyIf Stock Units are settled, then only the number of Shares (if any) actually issued in settlement of Awards (and not forfeited)such Stock Units shall reduce the number available in [Section SECTION] 5(a)] and the balance shall again become available for Awards under the Plan. AnyThe full number of Options exercised shall be counted against the number of Shares available for Awards under the Plan, regardless of the number of Shares actually issued upon exercise of such Options. The full number of SARs settled shall be counted against the number of Shares available for Awards under the Plan, regardless of the number of Shares actually issued in settlement of such SARs. For the avoidance of doubt, any Shares withheld to satisfy the purchaseexercise price or Exercise Price or tax withholding obligation pursuant to any Award shall again becomenot be added to the Shares available for Awards under the Plan. Notwithstanding the foregoing provisions of this [Section SECTION] 5(b)], Shares that have actually been issued shall not again become available for Awards under the Plan, except for Restricted Shares that are forfeited orand do not become vested.