Forfeiture or Termination of Awards or Stock. If all or any portion of an Award granted hereunder is forfeited or otherwise terminates or expires without the delivery of Stock, then the Stock that is subject to or reserved for the portion of the Award that is forfeited, terminated or expired shall again be available for issuance in connection with future Awards under the Plan as set forth in [Section 3(a)], except to the extent the Participant who had been awarded such forfeited, expired or terminated Award (or portion thereof) has theretofore received a benefit of ownership with respect to the Stock covered by such Award (or portion thereof). For purposes hereof, # a Participant shall not be deemed to have received a benefit of ownership with respect to an Award by the exercise of voting rights or the accumulation of dividends, other distributions or Dividend Equivalents which are not realized due to the expiration, forfeiture or termination of all or a portion of the related Award without delivery of such amounts to the Participant, and # a Participant shall be deemed to have received a benefit of ownership with respect to any shares of Stock withheld to pay an Option Exercise Price or strike price/base value or to satisfy any applicable tax withholding obligations in connection with an exercise, vesting or distribution of all or any portion of an Award. The number of shares of Stock available for grant under the Plan shall not be reduced by shares subject to Awards granted upon the assumption of or in substitution for awards granted by a business or entity that is merged into or acquired by (or whose assets are acquired by) the Company.

Forfeiture or Termination of Awards or Stock. If all or any portion of an Award granted hereunder is forfeited or otherwise terminates or expires without the delivery of Stock, then the Stock that is subject to or reserved for the portion of the Award that is forfeited, terminated or expired shall again be available for issuance in connection with future Awards under the Plan as set forth in [Section 3(a)], except to the extent the Participant who had been awarded such forfeited, expired or terminated Award (or portion thereof) has theretofore received a benefit of ownership with respect to the Stock covered by such Award (or portion thereof). For purposes hereof, # a Participant shall not be deemed to have received a benefit of ownership with respect to an Award by the exercise of voting rights or the accumulation of dividends, other distributions or Dividend Equivalents which are not realized due to the expiration, forfeiture or termination of all or a portion of the related Award without delivery of such amountsStock to the Participant, and # a Participant shall be deemed to have received a benefit of ownership with respect to any shares of Stock withheld to pay an Option Exercise Price or strike price/base value or to satisfy any applicable tax withholding obligationsTaxes in connection with an exercise,exercise or vesting or distribution of all or any portion of an Award. The number of shares of Stock available for grant under the Plan shall not be reduced by shares subject to Awards granted upon the assumption of or in substitution for awards granted by a business or entity that is merged into or acquired by (or whose assets are acquired by) the Company.

To the extent the Participant who had been awarded such forfeited, expired or terminated Award (or portion thereof) has theretofore received a benefitany shares of ownership with respect to the Stock covered by suchan Award (or portion thereof). For purposes hereof, #are not delivered to a Participant or beneficiary thereof because the Award expires, is 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 received a benefitbeen delivered for purposes of ownership with respect to an Award bydetermining the exercise of voting rights or the accumulation of dividends, other distributions or Dividend Equivalents which are not realized due to the expiration, forfeiture or termination of all or a portion of the related Award without delivery of such amounts to the Participant, and # a Participant shall be deemed to have received a benefit of ownership with respect to any shares of Stock withheld to pay an Option Exercise Price or strike price/base value or to satisfy any applicable tax withholding obligations in connection with an exercise, vesting or distribution of all or any portion of an Award. Themaximum number of shares of Stock available for grantdelivery 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 exercise price or withholding taxes related to an outstanding Award shall be treated as issued under the Plan and may not again be reduced by shares subject tomade available for issuance as Awards under the Plan. Any Stock Appreciation Right awarded under the Plan will count as granted upon the assumption of orand not as settled if settled in substitution for awards granted by a business or entity that is merged into or acquired by (or whose assets are acquired by) the Company.Stock.

If, after the effective date of Awards or Stock. If all orthe Plan, # any portion ofShares covered by an Award granted hereunderor Stock Unit Account, or to which such an Award relates, are forfeited, or # if an Award or Account expires or is forfeitedcancelled or is otherwise terminates or expiresterminated without the delivery of Stock,Shares, then such Shares, to the Stock that is subject toextent of any such forfeiture, expiration, cancellation, or reserved for the portion of the Award that is forfeited, terminated or expiredtermination, shall again bebe, or shall become, available for issuance in connection with future Awards under the Plan as set forth in [Section 3(a)], except to the extent the Participant who had been awarded such forfeited, expired or terminated Award (or portion thereof) has theretofore received a benefit of ownership with respect to the Stock covered by such Award (or portion thereof).Plan. For purposes hereof, # a Participant shall not be deemed to have received a benefit of ownership with respect to an Award by the exercise of voting rights or the accumulation of dividends, other distributions or Dividend Equivalents which are not realized due to the expiration, forfeiture or termination of all or a portionthis Section, awards and options granted under any previous director compensation plan of the related Award without delivery of such amounts to the Participant, and # a ParticipantCompany shall be deemed to have received a benefittreated as Awards, and accounts established under any such plan shall be treated as Accounts. For the avoidance of ownership with respect to any shares of Stock withheld to pay an Option Exercise Price or strike price/base value or to satisfy any applicable tax withholding obligations in connection with an exercise, vesting or distribution of all or any portion of an Award. Thedoubt, the number of shares of StockShares available for grantissuance under the Plan shall not be reduced by shares subjectincreased by: # the withholding of Shares as a result of the net settlement of an outstanding Option; # the delivery of Shares to Awards granted uponpay the assumptionexercise price or withholding taxes relating to an Award; or # the repurchase of or in substitution for awards granted by a business or entity that is merged into or acquired by (or whose assets are acquired by)Shares on the Company.open market using the proceeds of an Option’s exercise.

Any shares of Awards or Stock. If all or any portion of an Award granted hereunder is forfeited or otherwise terminates or expires without the delivery of Stock, then theCompany Stock that is subject to or reserved for the portion of thean Award that is forfeited, terminatedcanceled, forfeited or expiredexpires prior to exercise, vesting or settlement, either in full or in part, shall again bebecome available for issuance in connection with future Awardsunder the Plan; provided that shares subject to an Award shall not again be made available for issuance or delivery under the Plan as set forthif such shares are tendered or withheld in [Section 3(a)], exceptpayment of an Option exercise price or to the extent the Participant who had been awarded such forfeited, expired or terminated Award (or portion thereof) has theretofore received a benefitsatisfy any amount of ownershiptax withholding with respect to the Stock covered by such Award (or portion thereof). For purposes hereof, # a Participant shall not be deemed to have received a benefit of ownership with respect to an Award by the exercise of voting rights or the accumulation of dividends, other distributions or Dividend Equivalents which are not realized due to the expiration, forfeiture or termination of all or a portion of the related Award without delivery of such amounts to the Participant, and # a Participant shall be deemed to have received a benefit of ownership with respect to any shares of Stock withheld to pay an Option Exercise Price or strike price/base value or to satisfy any applicable tax withholding obligations in connection with an exercise, vesting or distribution of all or any portion of an Award. The number of shares of Stock available for grant under the Plan shall not be reduced by shares subject to Awards granted upon the assumption of or in substitution for awards granted by a business or entity that is merged into or acquired by (or whose assets are acquired by) the Company.

Availability of Shares Not Issued under Awards. Shares of Stock subject to an Award under this Plan that expires or Terminationis canceled, forfeited, settled in cash or otherwise terminated without an issuance of Awardsshares to the Participant, including # shares forfeited with respect to Restricted Stock and # the number of shares withheld or Stock. If allsurrendered in payment of any exercise or any portionpurchase price of an Award granted hereunder is forfeited or otherwise terminates or expires without the delivery of Stock, then the Stock that is subjecttaxes relating to or reserved for the portion of the Award that is forfeited, terminated or expired shallAwards, in each case, will again be available for issuanceAwards under this Plan, except that if any such shares could not again be available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are not subject to such limitation. Notwithstanding the foregoing, 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 connection witheach case, be available for future Awards under the Plan as set forthPlan: # 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 may be settled only in cash, such Award need not be counted against any of the share limits under this [Section 4] but will remain subject to the limitations in [Section 3(a)], except5] to the extent required to preserve the Participant who had been awarded such forfeited, expired or terminatedstatus of any Award (or portion thereof) has theretofore receivedintended to be a benefit of ownership with respect to the Stock covered by such Award (or portion thereof). For purposes hereof, # a Participant shall not be deemed to have received a benefit of ownership with respect to an Award by the exercise of voting rights or the accumulation of dividends, other distributions or Dividend Equivalents which are not realized due to the expiration, forfeiture or termination of all or a portion of the related Award without delivery of such amounts to the Participant, and # a Participant shall be deemed to have received a benefit of ownership with respect to any shares of Stock withheld to pay an Option Exercise Price or strike price/base value or to satisfy any applicable tax withholding obligations in connection with an exercise, vesting or distribution of all or any portion of an[Section 162(m)] Award. The number of shares of Stock available for grant under the Plan shall not be reduced by shares subject to Awards granted upon the assumption of or in substitution for awards granted by a business or entity that is merged into or acquired by (or whose assets are acquired by) the Company.