Other Awards. Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are payable in or otherwise based on, Common Stock (“Other Stock-Based Awards”), may be granted either alone or in addition to other Awards under this Plan. Subject to the provisions of this Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified performance period. The provisions of Other Stock-Based Awards need not be the same with respect to each Participant and such Awards to individual Participants need not be the same in subsequent years.

Other Awards.General. Other Awards of shares of Common StockStock, and other Awards that are valued in whole or in part by reference to, or are payable in or otherwise based on, Common Stock (“Other Stock-Based Awards”), may be granted either alone or in addition to other Awards under this Plan. Subject to the provisions of this Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock-Based-Awards”). Such Other Stock-Based Awards shall also be awarded pursuantavailable as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to such awards, and all other conditions of the Awards. The Committeewhich a Participant is otherwise entitled. Other Stock-Based Awards may also provide for the grantbe paid in shares of Common Stock under such Awards uponor cash, as the completion of a specified performance period. The provisions of Other Stock-Based Awards need not be the same with respect to each Participant and such Awards to individual Participants need not be the same in subsequent years.Board shall determine.

Other Awards.General. Other Awards of shares of Common StockStock, and other Awards that are valued in whole or in part by reference to, or are payable in or otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock-Based Awards”),. Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be granted either alone orpaid in addition to other Awards under this Plan. Subject to the provisions of this Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such awards, and all other conditions ofor cash, as the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified performance period. The provisions of Other Stock-Based Awards need not be the same with respect to each Participant and such Awards to individual Participants need not be the same in subsequent years.Board shall determine.

Other Stock-Based Awards. Other Stock-Based Awards of Common Stockmay be awarded, subject to limitations under applicable law and other Awardsthis Plan, that are denominated or payable in, valued in whole or in part by reference to, or are payable in or otherwise based on, or related to, shares of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, restricted stock units, purchase rights, convertible or exchangeable debentures, dividend equivalent rights or other rights convertible into shares of Common Stock (“and Awards valued by reference to the value of securities of or the performance of specified Subsidiaries. Other Stock-Based Awards”),Awards may be grantedawarded either alone or in addition to or in tandem with any other Awards under this Plan. Subject to the provisionsPlan or any other plan of this Plan,the Company. The terms and conditions of each Other Stock-Based Award granted under the Plan shall be specified by the Committee, in its sole discretion, and shall be set forth in a written agreement between the Company and the Participant in such form as the Committee shall have authorityapprove from time to determine the persons to whom and the time or times at which such Awards shallas may be made, the number of shares of Common Stock to be awarded pursuant to such awards, and all other conditionsreasonably required in view of the Awards. Theterms and conditions approved by the Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified performance period. The provisions offrom time to time. Each Other Stock-Based Awards need notAward granted under this Plan must satisfy the requirements of, or be exempt from, Section 409A of the same with respect to each Participant and such Awards to individual Participants need not be the same in subsequent years.Code.

Other Stock-Based Awards. Other AwardsThe Committee may in its discretion grant stock-based awards of Common Stock anda type other Awards that are valuedthan those otherwise provided for in wholethe Plan, including the issuance or in part by reference to, or are payable in or otherwise based on, Common Stockoffer for sale of unrestricted Shares (“Other Stock-Based Awards”), may be granted either alone or in addition to other. Other Stock-Based Awards under this Plan. Subject to the provisionsshall cover such number of this Plan,Shares and have such terms and conditions as the Committee shall have authority to determinedetermine, including terms that condition the persons to whom andpayment or vesting the time or times at which such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such AwardsOther Stock-Based Award upon the completionachievement of a specified performance period. The provisions of Other Stock-Based Awards need not be the same with respect to each Participant and such Awards to individual Participants need not be the same in subsequent years.one or more Performance Goals.

Other Awards. Otherforms of Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are payable in or otherwise based on, Common Stock (“Other Stock-Based Awards”),Stock, including but not limited to dividend equivalents, may be granted either alone or in addition to other Awards (other than in connection with Options or Stock Appreciation Rights) under thisthe Plan. Any dividend or dividend equivalent awarded hereunder shall be subject to the same restrictions, conditions and risks of forfeiture as the underlying Award. Subject to the provisions of thisthe Plan, the CommitteeAdministrator shall have sole and complete authority to determine the personsindividuals to whom and the time or times at which such Other Stock-Based Awards shall be made,granted, the number of shares of Common Stock to be awardedgranted pursuant to such awards,Other Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in shares of Common Stock, cash or other property), or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified performance period. The provisions of Other Stock-Based Awards need not be the same with respect to each Participant and such Awards to individual Participants need not be the same in subsequent years.Awards.

Other Awards. Other Awards of shares of Common StockStock, and other Awards that are valued in whole or in part by reference to, or are payable in or otherwise based on, shares of Common Stock (“Other Stock-Based Awards”),or other property, may be granted either alone or in additionhereunder to otherParticipants (“Other Stock-Based Awards”), including without limitation stock appreciation rights (“SARs”) and Awards under this Plan. Subjectentitling recipients to the provisions of this Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such Awards shall be made, the number ofreceive shares of Common Stock to be awarded pursuantdelivered in the future. Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to such awards, and all other conditions of the Awards. The Committeewhich a Participant is otherwise entitled. Other Stock-Based Awards may also provide for the grantbe paid in shares of Common Stock under such Awards uponor cash, as the completion of a specified performance period. TheBoard shall determine. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Awards need not be the same with respect to each Participant and such Awards to individual Participants need not be the same in subsequent years.Award, including any purchase price applicable thereto.

OTHER STOCK-BASED AWARDS. The Committee is authorized, subject to limitations under applicable law, to grant Other Awards. Other Awards of Common Stock and otherStock-Based Awards that are denominated or payable in, valued in whole or in part by reference to, or are payable in or otherwise based on, Commonon or related to, shares of Stock, as deemed by the Committee to be consistent with the purposes of this Plan, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, other rights convertible into shares of Stock (“and Awards valued by reference to the book value of Stock or the value of securities of specified subsidiaries, affiliates or business segments or units. The Committee may determine the terms and conditions of such Other Stock-Based Awards”),Awards, which may be grantedawarded either alone or in addition to or in tandem with any other Awards under this Plan. Subject to the provisions of this Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified performance period. The provisions of Other Stock-Based Awards need not be the same with respect to each Participant and such Awards to individual Participants need not be the same in subsequent years.

Other Stock-Based Awards. Other Awards of Common Stock andThe Committee is authorized, subject to limitations under applicable law, to grant to any Eligible Person such other Awards that aremay be denominated or payable in, valued in whole or in part by reference to, or are payable in or otherwise based on, Common Stock (“or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan. Other Stock-Based Awards”),Awards may be granted to Participants either alone or in addition to other Awards granted under the Plan, and such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan. The Committee shall determine the terms and conditions of such Awards. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Plan. Subject toSection 6(i) shall be purchased for such consideration (including without limitation loans from the provisionsCompany or a Related Entity provided that such loans are not in violation of this Plan,the Sarbanes Oxley Act of 2002, as amended, or any rule or regulation adopted thereunder or any other applicable law), paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, other Awards or other property, as the Committee shall have authority to determine the persons to whom and the time or times at which such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified performance period. The provisions ofdetermine. Dividend Equivalents credited in connection with Other Stock-Based Awards need notthat vests based on the achievement of performance goals shall be subject to restrictions and risk of forfeiture to the same extent as the Other Stock-Based Awards with respect to each Participant andwhich such Awards to individual Participants need not be the same in subsequent years.Dividend Equivalents have been credited.

Other Awards. Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are payable in or otherwise based on, Common Stock (“Other Stock-Based Awards”),Awards may be granted either alone or in addition to other Awardsissued under thisthe Plan. Subject to the provisions of thisthe Plan, the CommitteeAdministrator shall have sole and complete authority to determine the personsindividuals to whom and the time or times at which such Other Stock-Based Awards shall be made,granted. Each Participant who is granted an Other Stock-Based Award shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including, among other things, the number of shares of Common Stock to be awardedgranted pursuant to such awards,Other Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in shares of Common Stock, cash or other property), or the conditions to the vesting and/or payment or settlement of such Other Stock-Based Awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified performance period. The provisions of Other Stock-Based Awards need notAwards. In the event that the Administrator grants a bonus in the form of Shares, the Shares constituting such bonus shall, as determined by the Administrator, be evidenced in uncertificated form or by a book entry record or a certificate issued in the name of the Participant to whom such grant was made and delivered to such Participant as soon as practicable after the date on which such bonus is payable. Notwithstanding anything set forth in the Plan to the contrary, any dividend or dividend equivalent Award issued hereunder shall be subject to the same with respectrestrictions, conditions and risks of forfeiture as apply to each Participant and such Awards to individual Participants need not be the same in subsequent years.underlying Award.