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Lapsed Awards. If any Award is: # forfeited or otherwise expires, terminates or is canceled without the delivery of all Shares (or is forfeited by repurchase of Shares) subject to it or # settled other than by delivery of Shares (including cash settlement), then the number of Shares subject to such Awards that were not issued shall again become available to be delivered pursuant to future Awards under the Plan. For purposes of determining the number of Shares that may be delivered pursuant to lapsed Awards, the term “Award” shall include any lapsed awards granted under the 2008 Plan. For the avoidance of doubt, only Shares which are actually issued in respect of Awards will cease to be available under the Plan; provided, however, that # Shares delivered (by actual delivery, attestation, or net exercise) to the Company by a Participant to purchase Shares upon the exercise of an Award or to satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall not be added back to the number of Shares available for issuance under the Plan and # Shares repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of Shares available for issuance under the Plan.

Lapsed Awards.Awards or Forfeited Shares. If any Award is: # forfeitedgranted under this Plan terminates, expires, or otherwise expires, terminates or is canceled without the delivery of all Shares (or is forfeited by repurchase of Shares) subject to it or # settledlapses for any reason other than by deliveryvirtue of exercise or settlement of the Award, or if Shares (including cash settlement), then the number of Sharesissued pursuant to Awards are forfeited, any Stock subject to such Awards that were not issuedAward again shall again becomebe available to be delivered pursuant to future Awardsfor the grant of an Award under the Plan. For purposes of determining the number of Shares that may be delivered pursuant to lapsed Awards, the term “Award” shall include any lapsed awards granted under the 2008 Plan. For the avoidance of doubt, only Shares which are actually issued in respect of Awards will cease to be available under the Plan; provided, however, that # Shares delivered (by actual delivery, attestation, or net exercise) to the Company by a Participant to purchase Shares upon the exercise of an Award or to satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall not be added back to the number of Shares available for issuance under the Plan and # Shares repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of Shares available for issuance under the Plan.

Lapsed Awards. If any Award is: # forfeited or otherwise expires, terminates or is canceled without the delivery of all5.2Lapsed Awards, etc. Shares (or is forfeited by repurchase of Shares) subjectrelated to it or # settled other than by delivery of Shares (including cash settlement), then the number of Shares subject to such Awards that were not issuedare forfeited, terminated or expire unexercised shall again becomebe available to be delivered pursuant to future Awardsfor grant under the Plan. For purposes of determining the number of Shares that may be delivered pursuant to lapsed Awards, the term “Award” shall include any lapsed awards granted under the 2008 Plan. For the avoidance of doubt, only Shares which are actually issued in respect of Awards will cease to be available under the Plan; provided, however, that # Shares delivered (by actual delivery, attestation, or net exercise) to the Companytendered by a Participant to purchase Shares uponthe Company in connection with the exercise of an AwardAward, surrendered or to satisfywithheld from issuance in connection with a Participant’s payment of tax withholding obligations (including shares retained fromliability, settled in cash in lieu of Shares, or settled in such other manner so that a portion or all of the Shares included in an Award creating the tax obligation)are not issued to a Participant, shall not be added back to the number of Shares available for issuance under the Plan and # Shares repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of Shares available for issuancegrant under the Plan.

Lapsed Awards.Award Grant Pool. If any outstanding Award is: # forfeited or otherwise expires, terminatesexpires or is terminated or canceled without the delivery of allhaving been exercised or settled in full, or if Shares (or is forfeited by repurchase of Shares)or Plan Notes acquired pursuant to an Award subject to itforfeiture are forfeited, the Shares or # settled other than by deliveryPlan Notes allocable to the terminated portion of the Award or the forfeited Shares (including cash settlement)or Plan Notes shall revert to the Plan and shall be added to a lapsed Award grant pool (the “Lapsed Award Pool”), then the number of Shares subject to such Awards that were not issuedand shall again become available to be delivered pursuant to future Awards under the Plan. For purposes of determining the number of Shares that may be delivered pursuant to lapsed Awards, the term “Award” shall include any lapsed awards granted under the 2008 Plan. For the avoidance of doubt, only Shares which are actually issued in respect of Awards will cease to be available under the Plan; provided, however, that # Shares delivered (by actual delivery, attestation, or net exercise) to the Company by a Participant to purchase Shares upon the exercise of an Award or to satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall not be added back to the number of Shares available for issuancegrant under the Plan and # Shares repurchasedas determined by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of Shares available for issuance under the Plan.Board in its sole discretion.

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