Lapsed Awards or Forfeited Shares. If any Award granted under this Plan terminates, expires, or lapses for any reason other than by virtue of exercise or settlement of the Award, or if Shares issued pursuant to Awards are forfeited, any Stock subject to such Award again shall be available for the grant of an Award under the Plan.

Reversion of Expired, Cancelled and Forfeited Options to Plan. Any Options that do not vest or that are cancelled, terminated or expire unexercised are forfeited and revert to the Plan and shall again be available for Awards under the Plan.

Awards granted to, or otherwise held by, employees may be exercised, settled, vested, paid or terminated, expired and be forfeited upon death or termination of employment, which shall include a change in status from employee to consultant and termination by reason of the fact that an entity is no longer an Affiliate,

Termination of Service. Except as provided by the Committee in an Award Agreement or otherwise, if, prior to the time that the applicable Performance Period has expired, a Participant’s employment with the Company terminates for any reason, all of such Participant’s Performance Awards shall be forfeited by the Participant to the Company for no consideration.

If any Award or portion thereof under this Plan is for any reason forfeited, canceled, cash-settled, expired or otherwise terminated without the issuance of Shares, the Shares subject to such forfeited, canceled, cash-settled, expired or otherwise terminated Award, or portion thereof, shall again be available for grant under the Plan. If Shares are tendered or withheld from issuance with respect to an Award by the Company in satisfaction of any Option Price, Base Price or tax withholding or similar obligations, such tendered or withheld Shares shall again be available for grant under the Plan. Notwithstanding the foregoing, and except to the extent required by applicable law, Replacement Awards shall not be counted against Shares available for grant pursuant to this Plan.

to the extent that any Equity Awards are Performance Awards that were forfeited upon or following the Executive’s Pre CIC Termination, but prior to the Change in Control, the Executive shall receive a cash payment in respect of such forfeited Performance Awards equal to:

Shares Available Under the Plan; Limitation on Awards. Subject to adjustment as provided in Section 22, the aggregate number of Shares issuable pursuant to all Awards under this Plan on or after April 27, 2022 shall be 132,439,684 Shares, minus twice the number of any Shares awarded under the Company’s Long-Term Incentive Plan (the “LTICP”) after February 7, 2022, including those awarded to Directors on April 26, 2022, the date of the annual meeting of the Company’s shareholders (the “2022 Annual Meeting”), plus any Shares subject to equity compensation awards that are outstanding under the LTICP on the Effective Date that are subsequently canceled, forfeited, expired, or settled in cash. The Shares issued pursuant to Awards granted under this Plan may consist, in whole or in part, of authorized but unissued Shares or treasury Shares not reserved for any other purpose. For purposes of this Section 3, the aggregate number of Shares available for Awards under this Plan at any time shall not be reduced with respect to Shares attributable to Awards that have been canceled, expired, forfeited or settled in cash. Except in the case of Options, Incentive Stock Options or Stock Appreciation Rights, in the event that withholding tax liabilities arising from an Award are satisfied by the tendering of Shares (either actually or by attestation) or by the withholding of Shares by the Company, the Shares so tendered or withheld shall be added to the Shares available for Awards under the Plan. Substitute Awards may be granted under this Plan and such Substitute Awards shall not reduce the aggregate number of Shares available for Awards under this Plan.

Section # Forfeited Shares. In the event Awards are forfeited to Dillard’s in accordance with the terms of the Plan, the Shares so forfeited again shall be available for grant and issuance under the Plan.

Upon any termination of your employment, any RSUs as to which the Restricted Period has not expired at or before such termination, taking into account any vesting provided for under Sections 2(c)-(f) hereof, shall be forfeited. Other provisions of this Agreement notwithstanding, in no event will an RSU that has been forfeited thereafter vest or be settled.

Set forth below is a table of Executive's outstanding equity awards as of February 10, 2017. Any such awards that are identified as unvested shall vest or be forfeited in accordance with the terms of Section 4(e).

If a Participant’s Termination of Service is not described in [Sections 11(a)-(d)])], all unvested Awards shall be forfeited upon Termination of Service.

If an Option expires or terminates for any reason without having been fully exercised or is surrendered pursuant to Section 6.4, if shares of Restricted Stock are forfeited, or if Shares covered by a Performance Award are not issued or are forfeited, the unissued or forfeited Shares that had been subject to the Award shall be available for the grant of additional Awards; provided, however, that in the case of Shares that are withheld to pay withholding taxes with respect to an Award, no such withheld Shares shall again be available for the grant of Awards hereunder.

All other Awards that are unvested or have not otherwise been earned shall be immediately forfeited and canceled, effective as of the date of termination.

Awards and portions thereof not forfeited in accordance with [Section 11(d)(i)] above shall become vested as of the date of the Termination of Service;

Upon termination of Service for Cause, all unexercised Options and SARs and all unvested portions of any other outstanding Awards shall be immediately forfeited without consideration.

entities or subsidiaries, and any cash awards granted to future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants or business partners of the Lead Borrower and its Subsidiaries in replacement for forfeited equity awards, shall be excluded;

Awards. The Plan permits grants of the following types of awards (“Awards”), according to the Sections of the Plan listed here:

Awards. The Company, subject to the limitations of the Plan, shall provide the Executive the following Awards subject to the conditions set forth in the Plan.

Termination of Service Other than Due to Death or Disability. In the event of the Director’s Separation from Service for any reason other than death or Disability prior to the occurrence of a Release Event, the Director will receive a pro-rated number of Awards based on the number of days of service as a member of the Board after the Grant Date. The pro-rated number of Awards will be calculated by multiplying the number of Awards by a fraction, the numerator of which equals the number of days that have elapsed since the Grant Date and the denominator of which equals 365. Subject to [Section 10], the pro-rated number of Awards will be released pursuant to [Section 2] above. The remaining Awards will be forfeited and no Shares will be issued or issuable with respect to such forfeited portion of the Awards.