Subject to this [Section 6], Awards may be made under the Plan to any Employee, as the Committee shall determine and designate from time to time.

Grants may only be made to employees, consultants and other service providers to the Company.

Awards may be granted under the Plan only to Eligible Persons. Subject to adjustment as provided in [Section 10(c)], in any fiscal year of the Company during any part of which the Plan is in effect, no Participant may be granted # Options and/or Stock Appreciation Rights with respect to more than 1,000,000 Shares or # Restricted Stock, Restricted Stock Units, Performance Awards and/or Other Stock-Based Awards that are subject to [Section 8] hereof that may be settled by the issuance of more than 1,000,000 Shares. The maximum amount of cash and the Fair Market Value of property other than Shares that may be payable to any one Participant in settlement of any Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards, and/or Other Stock-Based Awards that are subject to [Section 8] hereof, is # ​ with respect to any 12 month Performance Period (not prorated for any performance period that is less than 12 months), and # with respect to any Performance Period that is more than 12 months, ​.

Section # Eligibility; Per Person Award Limitations.

Eligibility for Award. On the date of each of the Company’s annual stockholders’ meetings (the “Annual Meeting”), each person who is or becomes an Eligible Director at such meeting and whose service on the Board is expected to continue following such meeting shall be granted an RSU Award. The grant entitles an Eligible Director to receive Shares on a one-to-one RSU-to-Share basis upon vesting as set forth in the vesting schedule in the Award Agreement, subject to the terms and conditions set forth herein and in the Award Agreement.

Outside Director Award Limitations. No Outside Director may be paid, issued, or granted, in any Fiscal Year, equity awards (including any Awards issued under this Plan) with an aggregate value (the value of which will be based on their grant date fair value determined in accordance with U.S. generally accepted accounting principles) and any other compensation (including without limitation any cash retainers or fees) that, in the aggregate, exceed ​, increased to ​ for such Outside Director for the Fiscal Year in which he or she joins the Board as an Outside Director. Any Awards or other compensation paid or provided to an individual for his or her services as an Employee, or for his or her services as a Consultant (other than as an Outside Director), will not count for purposes of the limitation under this [Section 15(a)].

Eligibility. An Employee of any Employer who # is an active participant in the Savings Plan during the Plan Year, # has Earnings in excess of the Code §401(a)(17) Limit for such Plan Year (“Excess Earnings”), and # is a member of the Employer's select group of management or highly compensated employees shall be eligible to participate in the Plan.

Eligibility. The Administrator may designate any of the following as a Participant from time to time, to the extent of the Administrator’s authority: any officer or other employee of the Company or its Affiliates; an individual that the Company or an Affiliate has engaged to become an officer or employee; a consultant who provides services to the Company or its Affiliates; or a Director, including a Non-Employee Director. The Administrator’s granting of an Award to a Participant will not require the Administrator to grant an Award to such individual at any future time. The Administrator’s granting of a particular type of Award to a Participant will not require the Administrator to grant any other type of Award to such individual.

Eligibility. The Compensation Committee of the Board of Directors of the Company (the “Committee”) shall each year determine the Executive Officers of the Company eligible to participate in the Plan (the “Participants”). For purposes hereof, “Executive Officers” shall mean the Chief Executive Officer and the Chief Operating Officer of the Company, each executive of the Company or an Affiliate who reports directly to the Chief Executive Officer or the Chief Operating Officer of the Company, and any other executive of the Company or an Affiliate as may be selected by the Committee or who is an “executive officer” of the Company within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. As used herein, “Affiliate” shall mean each corporation that is a member of the Company’s affiliated group, within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the “Code”) (without regard to Section 1504(b) of the Code) other than any subsidiary of the Company that is itself a publicly held corporation as such term is defined in Section 162(m) of the Code and the Treasury regulations issued thereunder and any subsidiaries of such publicly held corporation subsidiary.

Eligibility. Each Eligible Employee shall be covered under this Plan as of his Employment Commencement Date or if later, completion of his Waiting Period. Participation shall end as provided in the Program. Dependents are not eligible for coverage under this Plan.