Effective Date. The Plan was originally effective upon its adoption by the Board of Directors of the Company on December 21, 2010 and was approved by stockholders at the Company’s 2011 Annual Meeting of Stockholders. Stockholders approved a prior amendment and restatement of the Plan at the Company’s 2015 Annual Meeting of Stockholders; the Compensation Committee of the Board and the Board have determined that stockholder approval of the amendment and restatement of the Plan as of March 21, 2017 is not required under Section 17 of the Plan.

The Effective Date of the Plan is May 25, 2000, and stockholder approval was obtained at the first Annual Meeting of Stockholders following such date. The Plan has been amended and restated at various times since the Effective Date, most recently on January 29, 2014, with stockholder approval obtained as required by the rules of the New York Stock Exchange.

“Effective Date” means May 4, 2016 for the amended and restated Plan, upon approval by the stockholders of the Corporation at its 2016 annual meeting. The Plan was originally adopted effective January 1, 2001.

Section # Effective Date and Duration of Plan. The Plan was first adopted by the Board effective January 13, 2010. The Plan was amended and restated effective February 8, 2011. The Plan was further amended and restated by the second amendment and restatement effective February 17, 2016 (the “Effective Date”) provided that the Corporation’s stockholders approve such amendment of the Plan within one year of that date. The Plan will remain in effect until the earliest of the date # all shares authorized to be issued or transferred hereunder have been issued or transferred # the Plan is terminated by the Board, or # the 10th anniversary of the Effective Date, and will continue in effect thereafter with respect to any Awards outstanding at the time of such termination.

The Plan originally became effective on July 17, 2012, and on and after that date no further awards could be granted under the Company’s 2007 Stock Plan. The Board approved an amendment and restatement of the Plan on May 16, 2014, and the Plan as so amended and restated became effective upon its approval by the stockholders of the Company at the annual meeting of stockholders of the Company held on July 16, 2014. The Board approved a further amendment to the Plan on May 13, 2016, subject to approval by the Company’s stockholders, and the Plan as so amended will become effective upon approval of the amendment by the stockholders of the Company at the annual meeting of stockholders of the Company to be held on July 20, 2016. If the Company’s stockholders fail to approve such amendment to the Plan by August 31, 2016, the Plan will continue in effect in the form in which it existed immediately prior to that date and any Awards made under the Plan that were expressly contingent upon approval of such amendment to the Plan by the Company’s stockholders will be of no effect.

The Plan in its original form was adopted and effective upon approval by the Company’s stockholders on May 18, 2006. The Plan was amended and restated by the Company's Board of Directors on September 16, 2009, on June 30, 2011 and October 20, 2016.