Grant of Awards. Subject to the express provisions of the Plan, the Committee shall determine from the class of Eligible Persons those individuals to whom Awards under the Plan may be granted, the number of Shares subject to each Award, the price (if any) to be paid for the Shares or the Award and, in the case of Performance Awards, in addition to the matters addressed in [Section 10], the specific objectives, goals and performance criteria that further define the Performance Award. Each Award shall be evidenced by an Award Agreement signed by the Company and, if required by the Committee, by the Participant. The Award Agreement shall set forth the material terms and conditions of the Award established by the Committee, and each Award shall be subject to the terms and conditions set forth in [Sections 23, 24, and 26]6]6] unless otherwise specifically provided in an Award Agreement.

Grant of Awards. Subject to the express provisions of the Plan, the Committee shall determine from the class of Eligible Persons those individuals to whom Awards under the Plan may be granted, the numberamount of Sharescash subject to each Award, the price (if any) to be paid for the Shares or the Award and, in the case of Performance Awards,and in addition to the matters addressed in Section 10,5 below, the specific objectives, goals and performance criteria that further define the Performance Award. Each Award shall be evidenced by an Award Agreement signed by the Company and, if required by the Committee, by the Participant. The Award Agreement shall set forth the material terms and conditions of the Award established by the Committee, and each Award shall be subject to the terms and conditions set forth in Sections 23, 24, and 26 unless otherwise specifically provided in an Award Agreement.Committee.

Grant of Awards.Grant. Subject to the express provisions of the Plan, the Committee shall determine from the class of Eligible Persons those individuals to whom Awards under the Plan may be granted, the number of Shares subject to each Award, the price (if any) to be paid for the Shares or the Award and, in the case of Performance Awards, in addition to the matters addressed in Section 10, the specific objectives, goals and performance criteria that further define the Performance Award. Each Award shall be evidenced by an Award Agreement signed by the Company and, if required by the Committee, by the Participant. The Award Agreement shall set forth the material terms and conditions of the Award establishedPlan, Awards may be awarded to Eligible Persons at any time and from time to time as determined by the Committee,Committee. The Committee shall determine the Eligible Persons to whom, and the time or times at which, grants of Awards will be made, the nature of each Award shall beAward, the number of shares of Stock, Restricted Stock Units or other interests that are covered by or subject to such Award, the requirements for the vesting of such Award and any other restrictions applicable thereto, and the other terms and conditions of such Awards, in addition to those set forth in Section 5(b) and in the following Sections 23, 24,that apply to each specific type of Award. In the event of any inconsistency between this Section 5 and 26 unless otherwise specifically provided in anany of the following Sections that apply to a specific type of Award, the provisions of the Section applying to that specific type of Award Agreement.will control.

Grant of Awards. Subject to the express provisions of the Plan, including Article XII, the Committee shall determine from the class of Eligible Persons those individuals to whom Awards under the Plan may be granted, the numbermake an Award of Shares subject to each Award,any Employee in such amount as the price (if any)Committee, in its sole discretion, may determine. A grant pursuant to be paid for the Shares or the Award and, in the case of Performance Awards, in addition to the matters addressed inthis Section 10, the specific objectives, goals and performance criteria that further define the Performance Award. Each Award shallmay be evidenced by an Award Agreement signed by the Company and, if required byor such other document as the Committee, byin its sole discretion, determines to be appropriate; provided, however, the Participant. The Award AgreementShares shall set forthbe freely transferable, and the material terms and conditionsCommittee shall not impose Performance Targets, a Period of Restriction, or any other conditions, restrictions, or risks of forfeiture on the Award established by the Committee, and each AwardAward. Awards of shares pursuant to this Section shall be subject to the terms and conditions set forth in Sections 23, 24, and 26 unless otherwise specifically provided in an Award Agreement.withholding requirements of Article XIV.

Grant of Awards. Subject to the express provisions of the Plan, the Committee will have the authority and discretion to select those persons who shall receive Awards. to determine from the classtime or times of Eligible Persons those individualsreceipt, to whomdetermine the types of Awards under the Plan may be granted,and the number of Shares subjectshares covered by the Awards, to each Award,establish the price (if any) to be paid for the Shares or the Award and, in the caseterms, conditions, performance criteria, restrictions, and other provisions of Performancesuch Awards, in additionand (subject to the matters addressed inrestrictions imposed by Section 10,6) to cancel or suspend Awards. In making such Award determinations, the specific objectives, goals and performance criteria that further defineCommittee may take into account the Performance Award. Each Award shall be evidenced by an Award Agreement signednature of services rendered by the Company and, if required byindividual, the Committee, by the Participant. The Award Agreement shall set forth the material termsindividual's present and conditions of the Award established by the Committee, and each Award shall be subjectpotential contribution to the termsCompany's success and conditions set forth in Sections 23, 24, and 26 unless otherwise specifically provided in an Award Agreement.such other factors as the Committee deems relevant.

Performance Awards. The Committee is hereby authorized to grant Performance Awards to Eligible Persons subject to the terms of Awards.the Plan and any applicable Award Agreement. A Performance Award granted under the Plan # may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or other property and # shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of one or more performance goals during such performance periods as the Committee shall establish. Subject to the express provisionsterms of the Plan, the Committee shall determine fromperformance goals to be achieved during any performance period, the classlength of Eligible Persons those individuals to whom Awards underany performance period, the Plan may beamount of any Performance Award granted, the numberamount of Shares subject to each Award, the price (if any)any payment or transfer to be paid for the Shares or themade pursuant to any Performance Award and, in the case of Performance Awards, in addition to the matters addressed in [Section 10], the specific objectives, goals and performance criteria that further define the Performance Award. Each Award shall be evidenced by an Award Agreement signed by the Company and, if required by the Committee, by the Participant. The Award Agreement shall set forth the materialany other terms and conditions of any Performance Award shall be determined by the AwardCommittee. Performance Awards that are granted to Eligible Persons who may be “covered employees” under [Section 162(m)] and that are intended to be “qualified performance-based compensation” within the meaning of [Section 162(m)], to the extent required by [Section 162(m)], shall be conditioned solely on the achievement of one or more objective Performance Goals established by the Committee,Committee within the time prescribed by [Section 162(m)], and each Award shall be subject tootherwise comply with the terms and conditions set forth in [Sections 23, 24, and 26]6]6] unless otherwise specifically provided in an Award Agreement.requirements of [Section 162(m)], as described below.