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Shares Available Under the Plan; Limitation on Awards. Subject to adjustment as provided in [Section 22], the aggregate number of Shares issuable pursuant to all Awards under this Plan on or after shall be 132,439,684 Shares, minus twice the number of any Shares awarded under the Company’s Long-Term Incentive Plan (theLTICP”) after , including those awarded to Directors on , the date of the annual meeting of the Company’s shareholders (the2022 Annual Meeting”), plus any Shares subject to equity compensation awards that are outstanding under the LTICP on the Effective Date that are subsequently canceled, forfeited, expired, or settled in cash. The Shares issued pursuant to Awards granted under this Plan may consist, in whole or in part, of authorized but unissued Shares or treasury Shares not reserved for any other purpose. For purposes of this [Section 3], the aggregate number of Shares available for Awards under this Plan at any time shall not be reduced with respect to Shares attributable to Awards that have been canceled, expired, forfeited or settled in cash. Except in the case of Options, Incentive Stock Options or Stock Appreciation Rights, in the event that withholding tax liabilities arising from an Award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall be added to the Shares available for Awards under the Plan. Substitute Awards may be granted under this Plan and such Substitute Awards shall not reduce the aggregate number of Shares available for Awards under this Plan.

Shares Available Under the Plan; Limitation on Awards.Available. Subject to adjustment as provided in [Section 22],4(c)] of the Plan, the aggregate number of Shares issuable pursuant tothat may be issued under all Awards under thisthe Plan shall be the sum of # 62,054,008 and # any Shares subject to awards outstanding as of under the Company’s 2007 Stock Plan that, on or after shall, cease for any reason to be 132,439,684 Shares, minus twice the number of any Shares awarded under the Company’s Long-Term Incentive Plan (theLTICP”) after , including those awarded to Directors on , the date of the annual meeting of the Company’s shareholders (the2022 Annual Meeting”), plus any Shares subject to equity compensationsuch awards that(other than by reason of exercise or settlement of such awards to the extent they are outstanding under the LTICP on the Effective Date that are subsequently canceled, forfeited, expired,exercised for or settled in cash.vested and non‑forfeitable Shares). The number of Shares issuedavailable for issuance under the Plan pursuant to Awards granted under this Plan may consist,[clause (ii)] in whole or in part,the preceding sentence shall be the same number of authorized but unissued Shares or treasury Shares not reserved for any other purpose. For purposes of this [Section 3],counted against the aggregate number of Shares available forunder the Company’s 2007 Stock Plan with respect to such awards. Shares to be issued under the Plan may be authorized but unissued Shares, treasury shares or Shares acquired in the open market or otherwise. Substitute Awards under this Plan at any timeand Awards that may be settled solely in cash shall not be reduced with respect to Shares attributable to Awards that have been canceled, expired, forfeited or settled in cash. Except in the case of Options, Incentive Stock Options or Stock Appreciation Rights, in the event that withholding tax liabilities arising from an Award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall be added to the Shares available for Awards under the Plan. Substitute Awards may be granted under this Plan and such Substitute Awards shall not reducecounted against the aggregate number of Shares available under the Plan, nor shall they reduce the Shares authorized for Awards under this Plan.grant to a Participant in any calendar year.

Shares Available Under the Plan; Limitation on Awards.

Subject to adjustment as provided in [Section 22]this [Article II], the aggregate number of Shares issuable pursuantwith respect to allwhich Awards may be granted under thisthe Plan on or after shall be 132,439,684 Shares, minus twice the number550,000, all of any Shares awarded under the Company’s Long-Termwhich may be granted with respect to Incentive Plan (theLTICP”) after , including those awarded to Directors on , the date of the annual meeting of the Company’s shareholders (the2022 Annual Meeting”), plus any Shares subject to equity compensation awards that are outstanding under the LTICP on the Effective Date that are subsequently canceled, forfeited, expired, or settled in cash.Stock Options. The Shares issued pursuant to Awards granted under this Plan may consist, in whole or in part, of treasury Shares, authorized but unissued Shares or treasury Shares not reserved for any other purpose, or Shares purchased by the Company or an independent agent in the open market for such purpose. For purposesSubject to this [Article II], upon a grant of this [Section 3],an Award, the aggregate number of Shares available for Awardsissuance under thisthe Plan at any time shall not be reduced with respectby an amount equal to the number of Shares attributablesubject to Awards that have been canceled, expired, forfeited or settled in cash. Except in the case of Options, Incentive Stock Options or Stock Appreciation Rights, in the event that withholding tax liabilities arising fromsuch Award. Any Shares underlying such an Award are satisfied bythat become available for future grant under the tenderingPlan pursuant to [Section 2.2] of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheldPlan shall be added back to the Shares available for Awards under the Plan. Substitute Awards may be granted under this Plan andin an amount equal to such Substitute Awards shall not reduce the aggregate number of Shares available for Awards under this Plan.Shares.

Shares Available Under the Plan; Limitation on Awards.Available. Subject to adjustment as provided in [Section 22]4(B)], the aggregate number of Shares issuable pursuant to all Awards under this Plan on or after shall be 132,439,684 Shares, minus twice the number of any Shares awarded under the Company’s Long-Term Incentive Plan (theLTICP”) after , including those awarded to Directors on , the date of the annual meeting of the Company’s shareholders (the2022 Annual Meeting”), plus any Shares subject to equity compensation awards that are outstanding under the LTICP on the Effective Date that are subsequently canceled, forfeited, expired, or settled in cash. The Shares issuedreserved and available for issuance pursuant to Awards granted under the Plan shall be 1,500,000. The maximum number of Shares that may be issued upon exercise of Incentive Stock Options granted under the Plan shall be 1,500,000. From and after the Effective Date, no further awards shall be granted under the 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 may consist, in wholePlan, or in part,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 authorized but unissuedShares, then the Shares covered by such Award, or treasuryto which such Award relates, or the number of Shares not reserved for any other purpose. For purposes of this [Section 3],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 this Plan at any timethe Plan, and Shares delivered by a participant to satisfy tax withholding requirements shall not be reduced with respect to Shares attributable to Awards that have been canceled, expired, forfeited or settled in cash. Except in the case of Options, Incentive Stock Options or Stock Appreciation Rights, in the event that withholding tax liabilities arising from an Award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall be added to the number of Shares remaining available for Awards under the Plan. Substitute Awards may be granted under this Plan and such Substitute Awards shall not reduceIn addition, # the aggregatefull number of Shares subject to an Option shall count against the number of Shares remaining available for Awards under this Plan.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 against the number of Shares remaining available for Awards under the Plan (rather than the net number of Shares actually delivered upon exercise).

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