The Committee may grant Other Stock-Based Awards not otherwise described by the terms of this Plan to a Participant in such amounts and subject to such terms and conditions, as the Committee shall determine, in its sole discretion. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares.

Other Stock-Based Awards. The Committee may grant Other Stock-Basedother types of equity-based or equity-related Awards not otherwise described by the terms of this Plan to a Participant(including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions, as the Committee shall determine, in its sole discretion.determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares.Shares and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

Other Stock-Based Awards. The Committee is hereby authorized to grant to Eligible Persons such other Awards notthat are denominated or payable in, valued in whole or in part by reference to, or otherwise describedbased on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan. The Committee shall determine the terms and conditions of such Awards, subject to the terms of thisthe Plan to aand any applicable Award Agreement. The consideration paid by the Participant may be paid by such method or methods and in such amounts and subject to such terms and conditions,form or forms (including, without limitation, cash, Shares, other securities, other Awards or other property or any combination thereof), as the Committee shall determine, in its sole discretion. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares.determine.

Other Stock-Based Awards. The Committee may in its discretion grant stock-based awards of a type other than those otherwise provided for in the Plan, including the issuance or offer for sale of unrestricted Shares (“Other Stock-Based Awards”). Other Stock-Based Awards not otherwise described by the termsshall cover such number of this Plan to a Participant in such amountsShares and subject tohave such terms and conditions,conditions as the Committee shall determine, in its sole discretion. Such Awards may involveincluding terms that condition the transferpayment or vesting the Other Stock-Based Award upon the achievement of actual Shares to Participants,one or payment in cash or otherwise of amounts based on the value of Shares.more Performance Goals.

Other Stock-Based Awards. The Compensation Committee may grant Other Stock-Basedother types of equity-based or equity-related Awards not otherwise described by the terms of this Plan to a Participant(including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions, as the Compensation Committee shall determine, in its sole discretion.determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares.Shares and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.

Grant. The Committee mayis authorized to grant Other Stock-Basedother types of equity-based or equity-related Awards not otherwise described by the terms of thisthe Plan (including, subject to a Participantthe limitations of the minimum vesting provisions of [Section 26], the grant or offer for sale of unrestricted shares of Company Stock) to Participants in such amounts and subject to such terms and conditions,conditions as the Committee shall determine, in its sole discretion.determine. Such Awards shall be referred to as “Other Stock-Based Awards.” Each such Other Stock-Based Award may involve the transfer of actual Sharesshares to Participants,Participants or payment in cash or otherwise of amounts based on the value of Shares.shares of Company Stock.

Subject to the terms and conditions of the Plan, Other Stock-Based Awards not otherwise described by the terms of this Planmay be granted to a ParticipantParticipants in such amountsnumber, and subject toupon such terms and conditions, as shall be determined by the Committee in its sole discretion. Other Stock-Based Awards are Awards that are valued in whole or in part by reference to, or otherwise based on the Fair Market Value of, the Shares, and shall be in such form as the Committee shall determine, including unrestricted Shares. Notwithstanding the foregoing, except as provided under [Section 2.3] and [Article XIV] of the Plan, no Other Stock-Based Award shall vest, in full or in part, prior to the one (1) year anniversary of its sole discretion. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares.Grant Date.

Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to any Eligible Person such other Awards that may grantbe denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan. Other Stock-Based Awards not otherwise described bymay be granted to Participants either alone or in addition to other Awards granted under the Plan, and such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Plan to[Section 6(i)] shall be purchased for such consideration (including without limitation loans from the Company or a ParticipantRelated Entity provided that such loans are not in violation of the Sarbanes Oxley Act of 2002, as amended, or any rule or regulation adopted thereunder or any other applicable law), paid for at such times, by such methods, and in such amounts and subject to such terms and conditions,forms, including, without limitation, cash, Shares, other Awards or other property, as the Committee shall determine,determine. Dividend Equivalents credited in its sole discretion. Suchconnection with Other Stock-Based Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amountsthat vests based on the valueachievement of Shares.performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the Other Stock-Based Awards with respect to which such Dividend Equivalents have been credited.

The Committee may grant Other Stock-Basedto any Participant other forms of Awards notbased upon, payable in or otherwise described byrelated to, in whole or in part, Shares either alone, in addition to, or in tandem with other Awards and/or cash awards made outside of the terms of this Plan to a Participant in such amounts and subject to such terms and conditions, asPlan, if the Committee shall determine,Committee, in its sole discretion.discretion, determines that such other form of Award is consistent with the purposes and restrictions of the Plan. The terms and conditions of such other form of Award shall be specified by the grant including, but not limited to, the price, if any, and the vesting schedule, if any. Such Awards may involvebe granted for no cash consideration, for such minimum consideration as may be required by applicable law or for such other consideration as may be specified by the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based onAward agreement evidencing the value of Shares.grant.

Generally. The CommitteeCommittee, in its sole discretion, may grant or sell Awards of Shares and Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awards not otherwise described by the terms of this Plan to a Participantshall be in such amountsform, and subject todependent on such terms and conditions, as the Committee shall determine, in its sole discretion. Suchincluding, without limitation, the right to receive, or vest with respect to, one or more Shares (or the equivalent cash value of such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of performance objectives. Other Stock-Based Awards may involvebe granted alone or in addition to any other Awards granted under the transferPlan. Subject to the provisions of actualthe Plan, the Committee shall determine the number of Shares to Participants,be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards shall be settled in cash, Shares or paymenta combination of cash and Shares; and all other terms and conditions of such Awards (including, without limitation, the vesting provisions thereof and provisions ensuring that all Shares so awarded and issued shall be fully paid and non-assessable). The maximum amount of Other Stock-Based Awards that may be granted during a calendar year to any Participant shall be: # with respect to Other Stock-Based Awards that are denominated or payable in cashShares, 600,000 Shares and # with respect to Other Stock-Based Awards that are not denominated or otherwisepayable in Shares, ​. Notwithstanding any other provision, with respect to # Other Stock-Based Awards settled in Shares that are subject to time-based vesting, not less than 95% of amounts based onsuch Other Stock Based Awards payable in Shares shall vest and become payable at least three years after the valuedate of Shares.grant, subject to earlier vesting in whole or in part in the event of a Change in Control or the death, disability or other termination of the Participant's employment, and # Other Stock-Based Awards settled in Shares that are subject to vesting upon the attainment of performance objectives, the minimum performance period shall be one year.