Minimum Vesting Period. The vesting period for each Award granted under the Plan, other than an Excepted Award (as defined below), must be at least equal to the Minimum Vesting Period; provided, however, nothing in this Section 2(g) shall limit the Administrator’s authority to accelerate the vesting of Awards as set forth in [Section 2(b)(v)] above; and, provided further, notwithstanding the foregoing, # up to 5% of the shares of Stock authorized for issuance under the Plan may be utilized for Unrestricted Stock Awards or other Awards with a vesting period that is less than the Minimum Vesting Period, # Awards may be granted as substitute Awards in replacement of other Awards (or awards previously granted by an entity being acquired (or assets of which are being acquired)) that were scheduled to vest within the Minimum Vesting Period or # Awards may be granted in connection with an elective deferral of cash compensation that, absent a deferral election, otherwise would have been paid to the grantee within the Minimum Vesting Period (each such Award, an “Excepted Award”).

Minimum Vesting Period. TheExcept for Substitute Awards and in certain limited situations determined by the Committee (including the death, disability or retirement of the Participant and a Change in Control), Other Share-Based Awards subject solely to continued service with the Company or a Subsidiary shall have a Vesting Period of not less than three (3) years from date of grant (but permitting pro rata vesting periodover such time); provided that such restrictions shall not be applicable to # grants to new hires to replace forfeited awards from a prior employer, provided that such grants together with grants under [Section 7.4(i)] shall not exceed 5% of the number of Shares authorized for each Award grantedAwards under the Plan,[Section 3.1]; or # grants of Other Share-Based Awards in payment of Performance Awards and other than an Excepted Award (as defined below), must be at least equalearned cash-based incentive compensation. Other Share-Based Awards subject to the Minimumachievement of performance objectives shall have a minimum Vesting Period; provided, however, nothingPeriod of one (1) year. Subject to the foregoing minimum Vesting Period requirements, the Committee may, in thisits sole discretion and subject to the limitations imposed under Section 2(g) shall limit162(m) of the Administrator’s authorityCode and the regulations thereunder in the case of an Other Share-Based Award intended to acceleratecomply with the vesting of Awards asperformance-based exception under Code Section 162(m), waive the Vesting Period and any other conditions set forth in [Section 2(b)(v)] above; and, provided further, notwithstandingany Award Agreement subject to such terms and conditions as the foregoing, # up to 5% of the shares of Stock authorized for issuance under the Plan may be utilized for Unrestricted Stock Awards or other Awards with a vesting period that is less than the Minimum Vesting Period, # Awards may be granted as substitute Awards in replacement of other Awards (or awards previously granted by an entity being acquired (or assets of which are being acquired)) that were scheduled to vest within the MinimumCommittee shall deem appropriate. The minimum Vesting Period or #requirements of this Section shall not apply to Other Share-Based Awards may be granted in connection with an elective deferral of cash compensation that, absent a deferral election, otherwise would have been paid to the grantee within the Minimum Vesting Period (each such Award, an “Excepted Award”).Directors.