As the Committee may determine, the following types of Awards may be granted under the Plan on a stand-alone, combination, or tandem basis:

INCENTIVE AWARDS AVAILABLE UNDER THE PLAN. Awards granted under this Plan may be # Incentive Stock Options; # Non-Qualified Stock Options; # Restricted Stock Awards; # Stock Appreciation Rights; # Bonus Stock; # Cash Awards; # Performance Awards; # Phantom Stock Awards; # Restricted Stock Unit Awards; and # Other Stock or Performance-Based Awards.

Awards under the Plan may be granted as Options, SARs, Stock Awards or Cash Awards, as described below. Awards may be granted singly, in combination or in tandem as determined by the Committee, in its sole discretion. Except as otherwise determined by the Committee in its sole discretion, awards to [Section 16(a)] Officers shall be subject to ratable vesting over a period of no less than three years, provided that such minimum vesting period shall not apply to any [Section 16(a)] Officer who retires from the Company during the three-year vesting period and who, at the time of his or her retirement, is eligible for accelerated vesting upon retirement.

Rights Under the Plan. Title to and beneficial ownership of all benefits described in the Plan shall at all times remain with the Company. Participation in the Plan and the right to receive payments under the Plan shall not give a Participant any proprietary interest in the Company or any Affiliate or any of their assets. No trust fund shall be created in connection with the Plan, and there shall be no required funding of amounts that may become payable under the Plan. A Participant shall, for all purposes, be a general creditor of the Company or the Affiliate. The interest of a Participant in the Plan cannot be assigned, anticipated, sold, encumbered or pledged and shall not be subject to the claims of his creditors.

Awards under the Plan may be granted as Options, SARs, Stock Awards or Cash Awards, as described below. Awards may be granted singly, in combination or in tandem as determined by the Committee, in its sole discretion. Except as otherwise determined by the Committee in its sole discretion, awards to [Section 16(a)] Officers shall be subject to ratable vesting over a period of no less than three years, provided that such minimum vesting period shall not apply to any [Section 16(a)] Officer who retires from the Company during the three-year vesting period and who, at the time of his or her retirement, is eligible for accelerated vesting upon retirement.

Awards under the Plan may be granted as Options, SARs, Stock Awards or Cash Awards, as described below. Awards may be granted singly, in combination or in tandem as determined by the Committee, in its sole discretion. Except as otherwise determined by the Committee in its sole discretion, awards to [Section 16(a)] Officers shall be subject to ratable vesting over a period of no less than three years, provided that such minimum vesting period shall not apply to any [Section 16(a)] Officer who retires from the Company during the three-year vesting period and who, at the time of his or her retirement, is eligible for accelerated vesting upon retirement.

Type of Awards Available Under the Plan. The Plan permits Awards of stock Options, Restricted Stock and Restricted Stock Units (“RSUs”). The type of stock Options permitted under the Plan are nonqualified stock options (“NQSOs”).

Awards under the Plan may be granted as Options, SARs, or Stock Awards, as described below. Awards may be granted singly, in combination, or in tandem as determined by the Committee. Subject to the terms of the Plan (including but not limited to the minimum vesting requirement of Section 7(d)), Awards shall have such terms, conditions, limitations, and restrictions as may be determined by the Committee from time to time, and may include vesting, forfeiture, cancellation and clawback provisions.

Rights Under the Plan. Title to and beneficial ownership of all benefits described in the Plan shall at all times remain with the Company. Participation in the Plan and the right to receive payments under the Plan shall not give a Participant any proprietary interest in the Company or any Affiliate or any of their assets. No trust fund shall be created in connection with the Plan, and there shall be no required funding of amounts that may become payable under the Plan. A Participant shall, for all purposes, be a general creditor of the Company or the Affiliate. The interest of a Participant in the Plan cannot be assigned, anticipated, sold, encumbered or pledged and shall not be subject to the claims of his creditors.

Awards under the Plan may be granted as Options, SARs, Stock Awards or Cash Awards, as described below. Awards may be granted singly, in combination or in tandem as determined by the Committee, in its sole discretion. Except as otherwise determined by the Committee in its sole discretion, awards to [Section 16(a)] Officers shall be subject to ratable vesting over a period of no less than three years, provided that such minimum vesting period shall not apply to any [Section 16(a)] Officer who retires from the Company during the three-year vesting period and who, at the time of his or her retirement, is eligible for accelerated vesting upon retirement.