Limit on Individual Grants. Subject to adjustment under subsection # above, the maximum number of shares of Common Stock that are either subject to Options and Stock Appreciation Rights or are granted as Restricted Stock Units, Restricted Stock or unrestricted stock Awards with respect to which Performance Goals apply under Section 7 below that may be granted to any Participant in the aggregate in any fiscal year shall not exceed 800,000.

Limitations on Grants to Individual Participants. Subject to adjustment as provided for in [Section 12.2], no Participant may with respect to Awards that are intended to comply with the performance-based exception under Code Section 162(m) (i) be granted Options or Stock Appreciation Rights during any period of five consecutive fiscal years with respect to more than an average of 375,000 Shares per year over such five consecutive fiscal year period, and # earn more than an average of 375,000 Shares per year under Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards and/or Other Share-Based Awards in any period of five

Awards may be granted under the Plan only to Eligible Persons. Subject to adjustment as provided in Section 10(c), in any fiscal year of the Company during any part of which the Plan is in effect, no Participant may be granted # Options and/or Stock Appreciation Rights with respect to more than 1,000,000 Shares or # Restricted Stock, Restricted Stock Units, Performance Awards and/or Other Stock-Based Awards that are subject to Section 8 hereof that may be settled by the issuance of more than 1,000,000 Shares. The maximum amount of cash and the Fair Market Value of property other than Shares that may be payable to any one Participant in settlement of any Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards, and/or Other Stock-Based Awards that are subject to Section 8 hereof, is # $2,000,000 with respect to any 12 month Performance Period (not prorated for any performance period that is less than 12 months), and # with respect to any Performance Period that is more than 12 months, $5,000,000.

Code Section 162(m) Limitation. The total number of shares of Common Stock for which Stock Options and Stock Appreciation Rights may be granted to any employee during any twelve-month period shall not exceed fifteen million (15,000,000) shares in the aggregate (as adjusted pursuant to [Section 22]). The total number of shares of Common Stock for which Restricted Stock Awards, Stock Bonus Awards and Other Stock-Based Awards that are intended to constitute “qualified performance-based compensation” under Section 162(m) of the Code may be granted to any employee during any twelve-month period shall not exceed fifteen million (15,000,000) shares in the aggregate (as adjusted pursuant to [Section 22]).