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 # 9,740,000 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.

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.

Subject to adjustment as provided in Section 11 of this Plan and the share counting rules set forth in Section 3(b) of this Plan, the number of Common Shares available under the Plan for awards of # Option Rights or Appreciation Rights, # Restricted Stock, # Restricted Stock Units, # Performance Shares or Performance Units, # awards contemplated by Section 9 of this Plan, or # dividend equivalents paid with respect to awards made under the Plan will not exceed in the aggregate # 525,000 Common Shares, plus # the total number of Common Shares remaining available for awards under the Predecessor Plan as of the Effective Date, plus # Common Shares that are subject to awards granted under this Plan or the Predecessor Plan that are added (or added back, as applicable) to the aggregate number of Common Shares available under this Section 3(a)(i) pursuant to the share counting rules of this Plan. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.

Number of Shares Available. Subject to [Sections 2.5 and 21] and any other applicable provisions hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is 3,050,951 Shares, plus # any reserved shares not issued or subject to outstanding grants under the Company’s 2002 Stock Option/Stock Issuance Plan (the “Prior Plan”) on the Effective Date (as defined below), # shares that are subject to stock options granted under the Prior Plan that cease to be subject to such stock options after the Effective Date, # shares issued under the Prior Plan before or after the Effective Date pursuant to the exercise of stock options that are, after the Effective Date, forfeited and # shares issued under the Prior Plan that are repurchased by the Company at or below the original issue price.

Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 1,706,4391 shares, subject to adjustment as provided in Section 3(c) and herein. Subject to such overall limitation, the maximum aggregate number of shares of Stock that may be issued in the form of Incentive Stock Options shall not exceed 488,087, subject in all cases to adjustment as provided in Section 3(c). The shares of Stock underlying any Awards under the Plan and under the Company’s 2014 Stock Plan, as amended, that are forfeited, canceled, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise) shall be added back to the 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 limitations, 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 may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

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.

Restricted Stock Units. The grant of Restricted Stock Units that may be paid or settled # only in Stock or # in either cash or Stock shall reduce the number of shares of Stock reserved and available for delivery with respect to Awards under the Plan by the number of shares subject to such an Award; provided, however, that upon settlement of the Award, the excess, if any, of the number of shares of Stock that had been subject to such Award over the number of shares of Stock issued upon its settlement shall again be available for delivery with respect to Awards under the Plan (except as otherwise prohibited by [Section 4(b)(vi)]). The grant of Restricted Stock Units that may be paid or settled only for cash shall not affect the number of shares of Stock reserved and available for delivery with respect to Awards under the Plan.

Common Stock Available Under this Plan. Subject to the provisions of Section 15 hereof, there shall be an aggregate of 1,033,648 shares of Common Stock available for Awards under this Plan, granted wholly or partly and including rights or Options that may be exercised for, or settled in, shares of Common Stock. The number of shares of Common Stock that are the subject of Awards under this Plan that are canceled,

INCENTIVE AWARDS AVAILABLE UNDER THE PLAN. Awards granted under this Plan may be # Incentive Stock Options; # Non-Qualified Stock Options; # Restricted Stock Awards; # Stock Appreciation Rights; # Bonus Stock; # Cash Awards; # Performance Awards; # Phantom Stock Awards; # Restricted Stock Unit Awards; and # Other Stock or Performance-Based Awards.

The Share limitation of this [Section 5(a)] shall be subject to adjustment pursuant to [Section 12]. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Corporation, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.