Other Stock-Based Awards. Subject to the terms of this Plan, the Administrator may grant to Participants other types of Awards, which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Stock or cash. Without limitation except as provided herein, such Award may include the issuance of shares of unrestricted Stock, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Stock from the Company. The Administrator shall determine all terms and conditions of the Award, including but not limited to, the time or times at which such Awards shall be made, and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate; provided that any Award that provides for purchase rights shall be priced at 100% of Fair Market Value on the date of the Award.

Other Stock-Based Awards.Awards may be issued under the Plan. Subject to the termsprovisions of thisthe Plan, the Administrator may grantshall have sole and complete authority to Participants other types of Awards, which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either alone or in additiondetermine the individuals to or in conjunction with other Awards,whom and payable in Stock or cash. Without limitation except as provided herein, such Award may include the issuance of shares of unrestricted Stock, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Stock from the Company. The Administrator shall determine all terms and conditions of the Award, including but not limited to, 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 Sharesshares of Common Stock to be granted pursuant to such AwardsOther Stock-Based Awards, or tothe manner in which such Award shall relate; provided that any Award that provides for purchase rightsOther Stock-Based Awards shall be priced at 100%settled (e.g., in shares of Fair Market Value onCommon 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 such Other Stock-Based Awards. 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 restrictions, conditions and risks of forfeiture as apply to the underlying Award.

Other Stock-Stock or Cash Based Awards.Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the termsprovisions of thisthe Plan, the Administrator may grant to Participants other types of Awards, which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Stock or cash. Without limitation except as provided herein, such Award may includewill determine the issuance of shares of unrestricted Stock, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Stock from the Company. The Administrator shall determine all terms and conditions of theeach Other Stock or Cash Based Award, including but not limited to, the time or times at which such Awards shallany purchase price, performance goal (which may be made, and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate; provided that any Award that provides for purchase rights shall be priced at 100% of Fair Market Valuebased on the date ofPerformance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the Award. applicable Award Agreement.

OtherSection # Grant of Stock-Based Awards. SubjectThe Administrator is authorized to make Awards of other types of equity-based or equity-related awards and fully vested stock awards, including grants of fully vested Shares (collectively, “Stock-Based Awards”) not otherwise described by the terms of this Plan, the Administrator may grantPlan in such amounts and subject to Participants other types of Awards, which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Stock or cash. Without limitation except as provided herein, such Award may include the issuance of shares of unrestricted Stock, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Stock from the Company. The Administrator shall determine all terms and conditions as the Administrator shall determine, including without limitation the payment of cash bonuses or other incentives in the Award, including but not limited to,form of Stock-Based Awards. Unless otherwise determined by the time or times at which suchAdministrator, all Stock-Based Awards shall be made, andevidenced by an Award Agreement. Such Stock-Based Awards may be granted as an inducement to enter the numberemploy of the Company, any Affiliate or any Subsidiary or in satisfaction of any obligation of the Company, any Affiliate or any Subsidiary to an officer or other key employee, whether pursuant to this Plan or otherwise, that would otherwise have been payable in cash or in respect of any other obligation of the Company. Such Stock-Based Awards may entail the transfer of actual Shares, or payment in cash or otherwise of amounts based on the value of Shares and may include, without limitation, Awards designed to be granted pursuant to such Awardscomply with or to which such Award shall relate; provided that any Award that provides for purchase rights shall be priced at 100% of Fair Market Value on the datetake advantage of the Award. applicable local laws of jurisdictions other than the United States.

Other Stock-Based Awards. Subject toThe Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan,Plan (including the Administrator may grant to Participants other types of Awards, which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Stock or cash. Without limitation except as provided herein, such Award may include the issuance of sharesoffer for sale of unrestricted Stock, which may be awardedShares) in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rightssuch amounts and subject to acquire Stock from the Company. The Administrator shall determine allsuch terms and conditionsconditions, as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash of amounts based on the value of Shares and may include, without limitation, Awards designed to comply with or take advantage of the Award, including but not limited to,applicable local laws of jurisdictions other than the time or times at which such Awards shall be made, and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate; provided that any Award that provides for purchase rights shall be priced at 100% of Fair Market Value on the date of the Award. United States.

Other Stock-Based Awards. Subject toAwards Granted by Administrator. Coincident with or following designation for participation in the terms of this Plan, the Administrator may grant to Participants other types of Awards, whicha Participant may be denominatedgranted one or payable in, valuedmore unrestricted Stock Awards or Restricted Stock Awards consisting of Shares. A Stock Award may be paid by delivery of Stock, in wholecash or in parta combination of Stock and cash, as determined by reference to, or otherwise based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Stock or cash. Without limitation except as provided herein, such Award may include the issuance of shares of unrestricted Stock, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Stock from the Company. The Administrator shall determine all terms and conditions of the Award, including but not limited to, the time or times at which such Awards shall be made, and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate; provided that any Award that provides for purchase rights shall be priced at 100% of Fair Market Value on the date of the Award. Administrator.

Other Stock-Based Awards. SubjectThe Administrator is hereby authorized to the terms of this Plan, the Administrator may grant to ParticipantsDirectors such other types of Awards, which may beAwards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either aloneon or in additionrelated to, Shares (including, without limitation, securities convertible into Shares) as are deemed by the Administrator to or in conjunctionbe consistent with other Awards, and payable in Stock or cash. Without limitation except as provided herein, such Award may include the issuancepurposes of sharesthe Plan. Subject to the terms of unrestricted Stock, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Stock fromPlan, the Company. The Administrator shall determine allthe terms and conditions of the Award, including but not limited to, the timesuch Awards. Shares or times at which such Awardsother securities delivered pursuant to a purchase right granted under this Section 12 shall be made,purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards, or other property, or any combination thereof, as the numberAdministrator shall determine, the value of which consideration, as established by the Administrator, shall not be less than the Fair Market Value of such Shares to beor other securities as of the date such purchase right is granted. The Company intends that such other Awards granted pursuant to such Awards or to which such Awardthis Section shall relate; provided that any Award that provides for purchase rights shall be priced at 100% of Fair Market Value on the datecomply with Section 409A of the Award. Code if applicable.

Grant of Other Stock-Based Awards. Subject toThe Administrator may grant Other Stock-Based Awards. An Other Stock-Based Award is an award of Stock not otherwise described by the terms of this Plan, in such amounts and subject to such terms and conditions, as the Administrator shall determine, in its sole discretion. Such Awards may grantinvolve the transfer of actual shares of Stock to Participants other types of Awards, which may be denominatedgrantees, or payable in, valuedpayment in whole or in part by reference to,cash or otherwise of amounts based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Stock or cash. Without limitation except as provided herein, such Award may includeon the issuancevalue of shares of unrestricted Stock, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Stock from the Company. The Administrator shall determine all terms and conditions of the Award, including but not limited to, the time or times at which such Awards shall be made, and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate; provided that any Award that provides for purchase rights shall be priced at 100% of Fair Market Value on the date of the Award. Stock.

The Committee may grant Other Stock-Based Awards. Subject toAwards not otherwise described by the terms of this Plan,Plan to a Participant in such amounts and subject to such terms and conditions, as the AdministratorCommittee shall determine, in its sole discretion. Such Awards may grantinvolve the transfer of actual Shares to Participants other types of Awards, which may be denominatedParticipants, or payable in, valuedpayment in whole or in part by reference to,cash or otherwise based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Stock or cash. Without limitation except as provided herein, such Award may include the issuance of shares of unrestricted Stock, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Stock from the Company. The Administrator shall determine all terms and conditions of the Award, including but not limited to, the time or times at which such Awards shall be made, and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate; provided that any Award that provides for purchase rights shall be priced at 100% of Fair Market Valueamounts based on the datevalue of the Award. Shares.

Other Stock-Based Awards. Subject to the termsforms of this Plan, the Administrator may grant to Participants other types of Awards, which may be denominated or payable in,Awards valued in whole or in part by reference to, or otherwise based on, Shares,Common 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 in conjunction with other Awards,Stock Appreciation Rights) under the Plan. Any dividend or dividend equivalent awarded hereunder shall be subject to the same restrictions, conditions and payable in Stock or cash. Without limitation exceptrisks of forfeiture as provided herein, such Award may include the issuanceunderlying Award. Subject to the provisions of shares of unrestricted Stock, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Stock fromPlan, the Company. The Administrator shall have sole and complete authority to determine all termsthe individuals to whom and conditions of the Award, including but not limited to, the time or times at which such Other Stock-Based Awards shall be made, andgranted, the number of Sharesshares of Common Stock to be granted pursuant to such AwardsOther Stock-Based Awards, or tothe manner in which such Award shall relate; provided that any Award that provides for purchase rightsOther Stock-Based Awards shall be priced at 100%settled (e.g., in shares of Fair Market Value onCommon Stock, cash or other property), or the dateconditions to the vesting and/or payment or settlement of the Award. such Other Stock-Based Awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and conditions of such Other Stock-Based Awards.