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Awards Not Exercised; Effect of Receipt of Shares. If any outstanding Award or portion thereof, expires, or is terminated, canceled or forfeited, the Shares that would otherwise be issuable or released from restrictions with respect to the unexercised or non-Vested portion of such expired, terminated, canceled or forfeited Award shall be available for subsequent Awards under this Plan. If the Exercise Price of an Award is paid in Shares, or if Shares are withheld by the Company to cover a Participant’s tax obligations with respect to an Award pursuant to Section 15.1 or 15.2 of the Plan, the Shares received by the Company in connection therewith shall not be added to the maximum aggregate number of Shares which may be issued under Section 3.1. Where Stock Appreciation Rights are settled by delivery of Shares, the actual number of Shares delivered to the Participant shall be counted against the maximum aggregate number of Shares which may be issued under Section 3.1.

Awards Not Exercised; Effect of Receipt of Shares.Lapsed Awards. If any outstandingan Award expires or portion thereof, expires, or is terminated, canceled or forfeited, the Shares that would otherwise be issuable or released from restrictionsbecomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares is forfeited to or repurchased by the unexercisedCompany due to the failure to vest, the unpurchased Shares (or for Awards other than Options or non-VestedStock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised, whether or not actually issued pursuant to such expired, terminated, canceled or forfeited Award shallexercise, will cease to be available under the Plan. Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for subsequentfuture distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under thisthe Plan. IfShares used to pay the Exercise Priceexercise price of an Award is paid in Shares, or if Shares are withheld byto satisfy the Company to cover a Participant’s tax obligations with respectliabilities or withholdings related to an Award will not become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3.1, plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 15.1 or 15.2 of the Plan, the Shares received by the Company in connection therewith shall not be added to the maximum aggregate number of Shares which may be issued under Section 3.1. Where Stock Appreciation Rights are settled by delivery of Shares, the actual number of Shares delivered to the Participant shall be counted against the maximum aggregate number of Shares which may be issued under Section 3.1.2.

Awards Not Exercised; EffectTo the extent any shares of Receipt of Shares. If any outstandingStock covered by an Award are not delivered to a Participant or portion thereof,beneficiary thereof because the Award expires, or is terminated,forfeited, lapses without exercise, canceled or otherwise terminated, or any shares of Restricted Stock (as defined in Section 9) are forfeited, such shares shall not be deemed to have been delivered for purposes of determining the Shares that would otherwise be issuable or released from restrictionsmaximum number of shares of Stock available for delivery under the Plan with respect to, and shall be available for, future grants of Awards. Notwithstanding the preceding sentence, shares of stock used to pay the unexercisedexercise price or non-Vested portion of such expired, terminated, canceled or forfeitedwithholding taxes related to an outstanding Award shall be treated as issued under the Plan and may not again be made available for subsequentissuance as Awards under thisthe Plan. If the Exercise Price of an Award is paid in Shares, or if Shares are withheld by the Company to cover a Participant’s tax obligations with respect to an Award pursuant to Section 15.1 or 15.2 of the Plan, the Shares received by the Company in connection therewith shall not be added to the maximum aggregate number of Shares which may be issued under Section 3.1. WhereAny Stock Appreciation Rights areRight awarded under the Plan will count as granted and not as settled by delivery of Shares, the actual number of Shares delivered to the Participant shall be counted against the maximum aggregate number of Shares which may be issued under Section 3.1.if settled in Stock.

AwardsAvailability of Shares Not Exercised; EffectIssued under Awards. Shares of Receipt of Shares. If any outstandingStock subject to an Award or portion thereof, expires,under this Plan that expires or is terminated, canceledcanceled, forfeited, settled in cash or forfeited,otherwise terminated without an issuance of shares to the Shares that would otherwise be issuable or released from restrictionsParticipant, including # shares forfeited with respect to Restricted Stock and # the unexercisednumber of shares withheld or non-Vested portionsurrendered in payment of any exercise or purchase price of an Award or taxes relating to Awards, in each case, will again be available for Awards under this Plan, except that if any such expired, terminated, canceledshares could not again be available for Awards to a particular Participant under any applicable law or forfeited Awardregulation, such shares shall be available exclusively for subsequent Awards under this Plan. Ifto Participants who are not subject to such limitation. Notwithstanding the Exercise Price of an Award is paid in Shares, or if Shares are withheld by the Company to cover a Participant’s tax obligationsforegoing, with respect to any Option, Stock Appreciation Right, or other Award for which a Participant pays (or the value or amount payable under the Award is reduced by) an amount equal to or exceeding the Fair Market Value of the Stock determined as of the date of grant, the following shares will not, in each case, be available for future Awards under the Plan: # shares tendered or withheld in payment of any exercise or purchase price of such Award or taxes relating to such Award, # shares that were subject to such Award that was exercised, or # shares repurchased on the open market with the proceeds of such Award’s exercise price. If an Award pursuant to Section 15.1 or 15.2 of the Plan, the Shares received by the Company in connection therewith shall not be added to the maximum aggregate number of Shares which may be issued under Section 3.1. Where Stock Appreciation Rights are settled by delivery of Shares, the actual number of Shares delivered to the Participant shallonly in cash, such Award need not be counted against any of the maximum aggregate numbershare limits under this Section 4 but will remain subject to the limitations in Section 5 to the extent required to preserve the status of Shares which mayany Award intended to be issued under Section 3.1.a [Section 162(m)] Award.

Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If an Award entitles the Participant to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards Not Exercised; Effect of Receipt of Shares.under the Plan. If any outstandingShares subject to an Award are forfeited, cancelled, exchanged or portion thereof, expires,surrendered or is terminated, canceledif an Award otherwise terminates or forfeited,expires without a distribution of Shares to the Participant, the Shares that would otherwise be issuable or released from restrictions with respect to such Award shall, to the unexercisedextent of any such forfeiture, cancellation, exchange, surrender, termination or non-Vested portion of such expired, terminated, canceled or forfeited Award shallexpiration, again be available for subsequentgranting Awards under thisthe Plan. IfNotwithstanding the foregoing, Shares surrendered or withheld as payment of either the Exercise Price of an Award is paid in Shares, or if(including Shares otherwise underlying a Stock Appreciation Right that are withheldretained by the Company to cover a Participant’s tax obligationsaccount for the Exercise Price of such Stock Appreciation Right) and/or withholding taxes in respect of an Award shall no longer be available for grant under the Plan. In addition, # to the extent an Award is denominated in shares of Common Stock, but paid or settled in cash, the number of shares of Common Stock with respect to an Awardwhich such payment or settlement is made shall again be available for grants of Awards pursuant to Section 15.1 or 15.2the Plan and # shares of the Plan, the Shares received by the CompanyCommon Stock underlying Awards that can only be settled in connection therewithcash shall not be added to the maximum aggregate number of Shares which may be issued under Section 3.1. Where Stock Appreciation Rights are settled by delivery of Shares, the actual number of Shares delivered to the Participant shall be counted against the maximum aggregate number of shares of Common Stock available for Awards under the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which maythe Award is exercised and, notwithstanding the foregoing, such number of Shares shall no longer be issuedavailable for grant under Section 3.1.the Plan.

Shares covered by an Award shall only be counted as used to the extent they are actually issued and delivered to a Participant, or, if permitted by the Compensation Committee, a Participant’s designated transferee. Any Shares related to Awards Not Exercised; Effectwhich terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of Receiptsuch Shares, are settled in cash in lieu of Shares. IfShares, or are exchanged with the Compensation Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, shall be available again for grant under the Plan. Notwithstanding the foregoing, if the Option Price of any outstanding AwardOption granted under the Plan or portion thereof, expires, or is terminated, canceled or forfeited, the Shares that would otherwise be issuable or released from restrictionstax withholding requirements with respect to any Award granted under the unexercisedPlan are satisfied by withholding or non-Vested portiontendering Shares to the Company (by either actual delivery or by attestation), or if a SAR is exercised, both the number of such expired, terminated, canceledShares issued and the Shares withheld or forfeited Award shalltendered, if any, will be deemed delivered for purposes of determining the maximum number of Shares available for subsequent Awardsdelivery under thisthe Plan. IfThe maximum number of Shares available for issuance under the Exercise Price of an Award is paid in Shares, or if Shares are withheld by the Company to cover a Participant’s tax obligations with respect to an Award pursuant to Section 15.1 or 15.2 of the Plan, the Shares received by the Company in connection therewithPlan shall not be addedreduced to reflect any dividends or dividend equivalents that are reinvested into additional Shares or credited as additional Restricted Stock, Restricted Stock Units, Performance Shares, or Stock-Based Awards. The Shares available for issuance under the maximum aggregate number of Shares whichPlan may be issued under Section 3.1. Where Stock Appreciation Rights are settled by delivery of Shares, the actual number ofauthorized and unissued Shares delivered to the Participant shall be counted against the maximum aggregate number of Shares which may be issued under Section 3.1.or treasury Shares.

Awards Not Exercised; Effect of Receipt of Shares. If any outstanding Award or portion thereof, expires, or is terminated, canceled or forfeited,For all Awards, the Shares that would otherwise be issuable or released from restrictions with respectissued pursuant to the unexercisedPlan may be authorized but unissued Shares, or non-Vested portion of such expired, terminated, canceledShares that the Company has reacquired or forfeitedotherwise holds in treasury. Shares that are subject to an Award under this Plan that for any reason expire, are forfeited, are cancelled, or become unexercisable, and Shares that are for any other reason not paid or delivered under the Plan shall again, except to the extent prohibited by Applicable Law, be available for subsequent Awards under this Plan. IfIn addition, the Exercise Price of an Award is paid in Shares, or if Shares are withheld by the Company to cover a Participant’s tax obligationsCommittee may make future Awards with respect to Shares that the Company retains from otherwise delivering pursuant to an Award pursuant to Section 15.1 or 15.2under this Plan either # as payment of the Plan,exercise price of an Award, or # in order to satisfy the Shares received by the Company in connection therewith shall not be added to the maximum aggregate numberwithholding or employment taxes due upon grant, exercise, vesting or distribution of Shares which may be issued under Section 3.1. Where Stock Appreciation Rights are settled by delivery of Shares, the actual number of Shares delivered to the Participant shall be counted against the maximum aggregate number of Shares which may be issued under Section 3.1.an Award.

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