Shares Subject to the Plan. The shares of Stock with respect to which awards may be made under the Plan shall be either authorized and unissued shares or issued and outstanding shares (including, in the discretion of the Board, shares purchased in the market). Subject to the provisions of [Section 1.10], the number of shares of Stock available under the Plan for the grant of Stock Options with or without tandem Stock Appreciation Rights, Performance Units and Restricted Stock shall not exceed 6,000,000 shares in the aggregate. If, for any reason, any award under the Plan or any portion of the award, shall expire, terminate or be forfeited or canceled, or be settled in cash pursuant to the terms of the Plan and, therefore, any such shares are no longer distributable under the award, such shares of Stock shall again be available for award under the Plan.

Number of Shares Subject to the Plan.Available for Awards. The shares of Stock with respect to which awards may be made under the Plan shall be either authorized and unissued shares or issued and outstanding shares (including, in the discretion of the Board, shares purchased in the market). Subject to the provisions of [Section 1.10], thetotal number of shares of Stock availablethat may be issued pursuant to Awards of Options and/or Restricted Stock under the Plan formay not exceed 2,332,500, and the granttotal number of Stock Options with or without tandemAwards of Stock Appreciation Rights, Restricted Stock Units, Performance Units andand/or Performance Shares may not exceed the equivalent of 1,400,400 shares. (No shares of Stock will in fact be issued by the Company upon the issuance or exercise of any or all rights under Stock Appreciation Rights, Restricted Stock Units, Performance Units or Performance Shares.) Such number of shares shall not exceed 6,000,000be subject to adjustment upon occurrence of any of the events indicated in [Section 5(d)]. The shares in the aggregate. If, for any reason, any awardof Stock to be delivered under the Plan may consist, in whole or in part, of authorized but unissued Stock or treasury Stock, not reserved for any portion of the award, shall expire, terminate or be forfeited or canceled, or be settled in cash pursuant to the terms of the Plan and, therefore, any such shares are no longer distributable under the award, such shares of Stock shall again be available for award under the Plan.other purpose.

Shares Subject to the Plan. The shares of Stock with respect to which awards may be made under the Plan shall be either authorized and unissued shares or issued and outstanding shares (including, in the discretion of the Board, shares purchased in the market). Subject to the provisions of [Section 1.10], theaggregate maximum number of shares of Stock available for grant under the Plan forshall be 1,000,000 shares, subject to the grantadjustment provision set forth in ​ below. Shares of Stock Options with or without tandem Stock Appreciation Rights, Performance Unitssubject 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 Stock shall not exceed 6,000,000 shares in the aggregate. If,Shares forfeited, will be available for any reason, any awardAwards under the Plan or any portionto the extent permitted by Section 16 of the award, shall expire, terminate or be forfeited or canceled, or be settled in cash pursuantExchange Act (or the rules and regulations promulgated thereunder) and to the termsextent 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 Plan and, therefore, any such shares are no longer distributable under the award, suchavailability of shares of Stock shall again be available for award under the Plan.this ​.

SharesShares. Subject to the Plan. The shares of Stock with respect to which awards may be made under the Plan shall be either authorized and unissued shares or issued and outstanding shares (including,adjustment as provided in the discretion of the Board, shares purchased in the market). Subject to the provisions of [Section 1.10]4.2], the number of shares of Stock availableShares which may be issued under this Plan shall not exceed Three Million Five Hundred Thousand (3,500,000) Shares. Shares issued and sold under the Plan for the grant of Stock Options withmay be either authorized but unissued Shares or without tandem Stock Appreciation Rights, Performance Units and Restricted Stock shall not exceed 6,000,000 sharesShares held in the aggregate. If,Company’s treasury. To the extent that any Award involving the issuance of Shares is forfeited, cancelled, returned to the Company for any reason, any awardfailure to satisfy vesting requirements or other conditions of the Award, or is otherwise terminated without an issuance of Shares being made thereunder, the Shares covered thereby will no longer be counted against the foregoing maximum Share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. Any Awards or any portionportions of the award, shall expire, terminate or be forfeited or canceled, or beAwards that are settled in cash pursuantand not in Shares shall not be counted against the foregoing maximum Share limitations. The number of Shares subject to the terms ofAwards granted under the Plan and, therefore,to any such shares are no longer distributablesingle Participant shall not exceed, in the aggregate, 500,000 Shares per year (subject to adjustment as provided in [Section 4.2]). The number of Shares subject to Stock Options and Stock Appreciation Rights granted under the award, such shares of StockPlan to any single Participant shall againnot exceed, in the aggregate, 500,000 Shares per fiscal year (subject to adjustment as provided in [Section 4.2]). These per-Participant limits shall be available for award underconstrued and applied consistently with Code Section 162(m) and the Plan.regulations thereunder.

Shares Subject to the Plan. The shares of Stock with respect to which awards may be made under the Plan shall be either authorized and unissued shares or issued and outstanding shares (including, in the discretion of the Board, shares purchased in the market). Subject to the provisions of [Section 1.10], theaggregate maximum number of shares of Stock available for grant under the Plan forshall be the grantnumber 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 ​ below. If any shares of Stock Options with or without tandem Stock Appreciation Rights, Performance Units and Restricted Stock shall not exceed 6,000,000 shares in the aggregate. If, for any reason, any awardsubject to an Award granted under the Plan or any portion ofunder the award, shall expire, terminate or bePrior Plan are forfeited or canceled,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 beother similar event, or if an Award is settled in cash pursuant(in whole or in part), the shares subject to such Award shall, to the termsextent of the Plan and, therefore, any such shares are no longer distributableforfeiture, conversion, expiration or cash settlement, again be available for future grants of Awards under the award, suchPlan. However, the following shares of Stock shall againnot be added to the shares of Stock authorized for grant under this ​ and shall not be available for awardfuture grants of Awards under the Plan.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 Stock Appreciation Rights on exercise thereof; and # shares purchased on the open market by the Company with the cash proceeds received from the exercise of 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 ​.

Shares Subject to the Plan.Stock Issuable. The maximum number of shares of Stock with respect to which awards may be madereserved and available for issuance under the Plan shall be either authorized and unissued2,000,000 shares, subject to adjustment as 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 issued and outstanding shares (including, insettlement of an Award to cover the discretionexercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of the Board, shares purchased in the market). SubjectStock or otherwise terminated (other than by exercise or settlement) shall be added back to the provisions of [Section 1.10], the number of shares of Stock available for issuance under the Plan. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance under the Plan. 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 for the grant of Stock Options with or without tandem Stock Appreciation Rights, Performance Units and Restricted Stock shall not exceed 6,000,000 shares in the aggregate. If, for any reason, any award under the Plan or any portion of the award, shall expire, terminate ormay be forfeited or canceled, or be settled in cash pursuant to the terms of the Plan and, therefore, any such shares are no longer distributable under the award, suchauthorized but unissued shares of Stock shall again be available for award underor shares of Stock reacquired by the Plan.Company.

Section # Shares Available Under the Plan. Subject to the Plan. The shares of Stock with respect to which awards may be made under the Plan shall be either authorized and unissued shares or issued and outstanding shares (including,adjustment as set forth in the discretion of the Board, shares purchased in the market). Subject to the provisions of [Section 1.10]3.2], the maximum number of shares of Stock availablethat may be issued or delivered and as to which Awards may be granted under the Plan forwill be equal to the grantsum of: # 4,248,497 shares of Stock, which were authorized at the time that the Plan was first adopted by the Board effective ​; # 3,000,000 shares of Stock; # any shares of Stock Options with or without tandem Stock Appreciation Rights, Performance Units and Restricted Stock shall not exceed 6,000,000 shares in the aggregate. If, for any reason, any awardsubject to an Award under the Plan that expires without being exercised, or any portionis forfeited, canceled, settled or otherwise terminated without a distribution of the award, shall expire, terminate or be forfeited or canceled, or be settled in cash pursuantStock to the terms of the Plan and, therefore, any such shares are no longer distributable under the award, suchParticipant; # shares of Stock shall again be available for awardnot 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.

SharesStock Subject to the Plan. The shares of Stock with respect to which awards may be made under the Plan shall be either authorized and unissued shares or issued and outstanding shares (including, in the discretion of the Board, shares purchased in the market). Subject to the provisions of [Section 1.10],13] of the Plan, the maximum aggregate number of Shares that may be sold under the Plan is 1,740,000 Shares. All of the available shares may, but need not, be issued pursuant to the exercise of Incentive Stock Options. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Award should expire or become unexercisable for any reason without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock Units, is forfeited to the Company due to the failure to vest, the unpurchased Shares (or, for Restricted Stock Units, the forfeited Shares) that were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to any Award shall be treated as not issued and shall continue to be available for future issuance or sale under the Plan. Shares issued under the Plan and later forfeited to the Company or repurchased by the Company pursuant to any forfeiture provision or Company repurchase right, as applicable, shall be available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment shall not reduce the number of shares of StockShares available for issuance under the Plan for the grant of Stock Options with or without tandem Stock Appreciation Rights, Performance Units and Restricted Stock shall not exceed 6,000,000 shares in the aggregate. If, for any reason, any award under the Plan or any portion of the award, shall expire, terminate or be forfeited or canceled, or be settled in cash pursuant to the terms of the Plan and, therefore, any such shares are no longer distributable under the award, such shares of Stock shall again be available for award under the Plan.

The number of Shares Subjectavailable for issuance under the Plan is 46,000,000 shares, subject to adjustment as provided below. Notwithstanding the Plan. The sharesforegoing and subject to adjustment as provided in [[Section 5(e), (i)])]])] no Participant may receive Options and Stock Appreciation Rights under the Plan in any calendar year that relate to more than 250,000 Shares, # the maximum number of StockShares with respect to which awardsunrestricted Awards (either as to vesting, performance or otherwise) may be made to employees under the Plan is 450,000 Shares, and # the maximum number of Shares that may be issued with respect to any Awards granted on or after ​ that are not Awards of Options or Stock Appreciation Rights shall be either authorized and unissued shares or issued and outstanding shares (including, in the discretion of the Board, shares purchased in the market). Subject to the provisions of [Section 1.10], the number of shares of Stock available under the Plan for the grant of Stock Options with or without tandem Stock Appreciation Rights, Performance Units and Restricted Stock shall not exceed 6,000,000 shares in the aggregate. If, for any reason, any award under the Plan or any portion of the award, shall expire, terminate or be forfeited or canceled, or be settled in cash pursuant to the terms of the Plan and, therefore, any such shares are no longer distributable under the award, such shares of Stock shall again be available for award under the Plan.13,940,000.

Shares SubjectAmount. Up to an aggregate of 44,300,000 shares of Common Stock, subject to adjustment under ​, may be issued pursuant to Awards, including Incentive Stock Options, under the Plan. If any Award expires or is terminated unexercised or is forfeited, the shares subject to such Award, to the Plan. The sharesextent of Stock with respect to which awards may be made under the Plan shall be either authorized and unissued sharessuch expiration, termination, or issued and outstanding shares (including, in the discretion of the Board, shares purchased in the market). Subject to the provisions of [Section 1.10], the number of shares of Stock available under the Plan for the grant of Stock Options with or without tandem Stock Appreciation Rights, Performance Units and Restricted Stock shall not exceed 6,000,000 shares in the aggregate. If, for any reason, any award under the Plan or any portion of the award, shall expire, terminate or be forfeited or canceled, or be settled in cash pursuant to the terms of the Plan and, therefore, any such shares are no longer distributable under the award, such shares of Stockforfeiture, shall again be available for award under the Plan. Common Stock issued through the assumption or substitution of outstanding grants from an acquired company shall not reduce the shares available for Awards under the Plan. Shares issued under the Plan may consist of authorized but unissued shares or treasury shares.