Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 17, the maximum number of shares of Stock available for issuance under the Plan shall be equal to 65 million shares, plus the number of shares of Stock subject to awards outstanding under the Prior Plan as of the Effective Date which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares.

Number of Shares Authorized and Available for Awards. Subject to such additional sharesadjustment as provided in Section 4.4 of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 17,Plan, the maximum number of shares of StockShares authorized and available for issuance under the Plan shall be equal to 65 million shares,15,700,000 plus the number of shares of StockShares subject to awards outstanding stock options or restricted stock units under the Prior PlanPlans as of the Effective Date whichdate of stockholder approval of this Plan that thereafter expire or terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares.the Shares. In connection with approving this Plan, the Board of Directors has approved a resolution that, effective upon receipt of stockholder approval of this Plan, any Shares available for issuance under the Prior Plans that are not subject to outstanding awards under the Prior Plans will no longer be available for issuance under the Prior Plans.

Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 17, theThe aggregate maximum number of shares of Stock available for issuancegrant under the Plan shall be equal to 65 million shares, plus the number of shares which as of the Effective Date were previously authorized but not awarded under the Prior Plan not to exceed 200,000 shares, subject to the adjustment provision set forth in [subsection 7(b)] below. If any shares of Stock subject to awards outstandingan Award granted under the Plan or under the Prior Plan asare forfeited or expire, are converted to shares of another person in connection with a recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or if an Award is settled in cash (in whole or in part), the shares subject to such Award shall, to the extent of such forfeiture, conversion, expiration or cash settlement, again be available for future grants of Awards under the Plan. However, the following shares of Stock shall not be added to the shares of Stock authorized for grant under this [subsection 7(a)] and shall not be available for future grants of Awards under the Plan: # shares tendered by a Director or withheld by the Company in payment of an Option Price; # shares tendered by the Director or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; # shares subject to Stock Appreciation Rights that are not issued in connection with the stock settlement of the Effective Date which thereafter terminateStock Appreciation Rights on exercise thereof; and # shares purchased on the open market by expiration, forfeiture, cancellation or otherwise without the issuanceCompany with the cash proceeds received from the exercise of such shares. Options. Notwithstanding anything in this Plan to the contrary, each grant of Awards under this Plan shall be subject to the availability of shares of Stock under this [subsection 7(a)].

Section # Shares Available Under the Plan. Subject to such additional shares of Stockadjustment as shall be available for issuance under the Plan pursuant toset forth in Section 4.3.2, and subject to adjustment pursuant to Section 17, the maximum number of shares of Stock available for issuancethat may be issued or delivered and as to which Awards may be granted under the Plan shallwill be equal to 65 million shares, plus the numbersum of: # 4,248,497 shares of Stock, which were authorized at the time that the Plan was first adopted by the Board effective January 13, 2010; # 3,000,000 shares of Stock; # any shares of Stock subject to awards outstandingan Award under the Prior Plan as of the Effective Date which thereafter terminate by expiration, forfeiture, cancellationthat expires without being exercised, or is forfeited, canceled, settled or otherwise terminated without a distribution of Stock to the issuanceParticipant; # shares of such shares. Stock not delivered to the Participant because the Award is exercised through a reduction of shares subject to the Award (i.e., “net exercised”); and # shares of Stock delivered (either actually or by attestation) to or withheld by the Corporation in connection with the exercise of an Option awarded under the Plan, or in payment of any required income tax withholding for the exercise of an Option or the vesting of Restricted Stock awarded under the Plan. The shares that may be issued or delivered under the Plan may be either authorized but unissued shares, repurchased shares, or partly each.

Subject to such additionalStock Issuable. The maximum number of shares of Stock as shall bereserved and available for issuance under the Plan pursuant to Section 4.shall be 2, and000,000 shares, subject to adjustment pursuantas provided in Section 3(b). For purposes of this limitation, the shares of Stock underlying any Awards under the Plan that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to Section 17,cover the maximum numberexercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise or settlement) shall be added back to the shares of Stock available for issuance under the Plan shall be equal to 65 million shares, plusPlan. In the number ofevent the Company repurchases shares of Stock subjecton the open market, such shares shall not be added to awards outstandingthe shares of Stock available for issuance under the PriorPlan. Subject to such overall limitation, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award. The shares available for issuance under the Plan asmay be authorized but unissued shares of Stock or shares of Stock reacquired by the Effective Date which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares. Company.

Aggregate Stock Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and subjectPlan. Subject to adjustment pursuant toas provided in Section 17,3(c) below, the maximumtotal number of shares of Stock reserved and available for issuance pursuant to Awards under the Plan shall be equal to 65is # six million shares,(6,000,000), plus # the number of shares remaining available for the granting of Stock subject to awards outstanding under the Prior Plan as of the Plan Effective Date which thereafter terminate by expiration, forfeiture, cancellationminus 300,000 shares of Stock or such greater number of shares as the Committee may determine prior to such date (which will remain in the Prior Plan to satisfy dividend equivalent rights on awards outstanding under the Prior Plan on such date and related to dividends and distributions to be paid after such date), plus # any shares of Stock that relate to awards granted under the Prior Plan that are outstanding as of as of the Plan Effective Date and that subsequent to that date are cancelled, expired, forfeited or otherwise withoutnot issued (to the issuanceextent of such cancellation, expiration, forfeiture or lack of issuance). Any Stock issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares.

Shares Subject to such additional shares of Stock as shall be available for issuance under the Plan pursuant to Section 4.2, and subject to adjustment pursuant to Section 17, thePlan. The aggregate maximum number of shares of Stock available for issuancegrant under the Plan shall be equal1,000,000 shares, subject to 65 million shares, plus the numberadjustment provision set forth in [subsection 7(b)] below. Shares of Stock subject to the Plan will be shares that were once issued and subsequently reacquired by the Corporation in the form of treasury stock. Shares subject to Awards which become ineligible for purchase, and Restricted Shares forfeited, will be available for Awards under the Plan to the extent permitted by Section 16 of the Exchange Act (or the rules and regulations promulgated thereunder) and to the extent determined to be appropriate by the Board. Notwithstanding anything in this Plan to the contrary, each grant of Awards under this Plan shall be subject to the availability of shares of Stock subject to awards outstanding under the Prior Plan as of the Effective Date which thereafter terminate by expiration, forfeiture, cancellation or otherwise without the issuance of such shares. this [subsection 7(a)].