“Overall Share Limit” means the sum of # 1,678,571 Shares; # any Shares which are subject to Prior Plan Awards as of the Effective Date which become available for issuance under the Plan pursuant to Article IV (which number added to the Overall Share Limit pursuant to this clause (b) shall not exceed 278,342 Shares); and # an annual increase on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029, equal to the lesser of # 5% 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.

“Overall Share Limit” means the sum of # 3,186,205 Shares; # any shares of Common Stock which are subject to Prior Plan Awards which become available for issuance under the Plan pursuant to Article IV and # an annual increase on the first day of each calendar year beginning January 1, 2019 and ending on and including January 1, 2028, equal to the lesser of # 4% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and # such smaller number of Shares as is determined by the Board.

“Overall Share Limit” means the sum of # 4,750,000 Shares; # any shares of Common Stock which are subject to Prior Plan Awards which become available for issuance under the Plan pursuant to Article IV and # an annual increase on the first day of each calendar year beginning January 1, 2020 and ending on and including January 1, 2029, equal to the lesser of # 4% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and # such smaller number of Shares as is determined by the Board.

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.