Limitation on Overall Number of Shares Available for Delivery Under Plan. Subject to adjustment as provided in Section 11(c) hereof, the aggregate number of Shares reserved and available for delivery under the Plan shall be equal to the sum of # 8,000,000 Shares plus # the number of Shares available for issuance but not granted under the Prior Plan, and # the number of Shares that are credited back to the maximum Share limitation under Section 4(c)(i) hereof. Shares issued in respect of any Full Value Award granted under the Plan shall be counted against the share limit as 1.9 Shares of stock for every one Share actually issued in connection with the such Full Value Award. Each Share issued in respect of Options and SARs shall be counted against the share limit as one Share. Any Shares delivered under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares.

Number of Shares Available for Grants. Subject to adjustment as provided in [Section 4.2] and except as provided in [Section 5.6(b)], the maximum number of Shares hereby reserved for delivery under the Plan shall be:

Overall Number of Shares Available for Delivery. The total number of shares of Stock reserved and available for delivery in connection with Awards under the Plan shall be 2,000,000 (the “Share Pool”). Any Shares that are not subject to an award under the Prior Plan as of the Effective Date of this Plan shall no longer be eligible to be issued. Subject to limitations provided in [Section 6(b)(iv)], up to 500,000 authorized shares may be granted as ISOs under the Plan. The total number of shares available is subject to adjustment as provided in [Section 11(c)]. Any shares of Stock delivered under the Plan shall consist of authorized and unissued shares or treasury shares.

Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, the total number of Shares available for distribution pursuant to Awards under the Plan (herein referred to as the “Overall Share Limit”) shall be the sum of # 3,222,222 Shares; and # an annual increase on the first day of each calendar year beginning January 1, 2023 and ending on and including January 1, 2031, equal to the lesser of # 3% of the aggregate number of Shares outstanding on the final day of the immediately preceding calendar year and # such smaller number of Shares as is determined by the Board. Awards may be made under the Plan up to the Overall Share Limit. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.

Notwithstanding anything in this Plan to the contrary, the number of Shares that a Participant may purchase during an Offering Period shall not exceed the maximum number of Shares that may be purchased without exceeding the limitation described in [Section 7(a)(ii)].

Share Reserve. The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to grants of Restricted Stock or Other Stock-Based Awards or the exercise of Options is three million six hundred thousand (3,600,000) shares.

the number of Shares that were available for sale under the Plan on the Enrollment Date of the applicable Offering Period; or

Limit Applies to Common Stock Issued Pursuant to Awards. For clarity, the Share Reserve is a limit on the number of shares of Common Stock that may be issued pursuant to Awards and does not limit the granting of Awards, except that the Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy its obligations to issue shares pursuant to such Awards. Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, Nasdaq Listing Rule 5635(c), NYSE Listed Company Manual [Section 303A.08, NYSE]E] American Company Guide [Section 711] or other applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.

Maximum Shares. The maximum number of shares of Stock that shall be issued under the Plan, subject to adjustment upon changes in capitalization of the Company as provided in Section 12.4 hereof, shall be 1,500,000 shares plus the number of shares reserved for issuance under the Company’s 1998 Employee Stock Purchase Plan (the “1998 Plan”) that are not purchased as of the expiration date of the 1998 Plan. If the total number of shares for which Options are exercised on any Offering Termination Date in accordance with Article 6 exceeds the maximum number of shares for the applicable Offering, the Company shall make a pro rata allocation of the shares available for delivery and distribution in as nearly a uniform manner as shall be practicable and as the Committee shall determine to be equitable, and the balance of payroll deductions credited to the account of each Participant under the Plan shall be returned to such Participant as promptly as possible.

Common Stock Reserved. Subject to adjustment as provided in Section 5.2 hereof, the maximum number of shares of Common Stock that shall be made available for sale under the Plan shall be the sum of # 536,242 shares and # an annual increase on the first day of each year beginning in 2019 and ending in 2028 equal to the lesser of # one percent (1%) of the shares outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and # such number of shares as may be determined by the Board; provided, however, no more than 8,000,000 shares may be issued under the Plan. Shares made available for sale under the Plan may be authorized but unissued shares, treasury shares of Common Stock, or reacquired shares reserved for issuance under the Plan.