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Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be # 8,800,000 shares less # the number of shares of Stock underlying awards granted under the Company’s Equity Plan originally adopted in (the “Prior Plan”) after , subject to adjustment as provided in this [Section 3]. For purposes of this limitation, the shares of Stock underlying any awards under the Plan and under the Prior Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. Notwithstanding the foregoing, the following shares shall not be added to the shares authorized for grant under the Plan: # shares tendered or held back upon exercise of a Stock Option or settlement of an Award to cover the exercise price or tax withholding, and # shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof. 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; provided, however, that no more than 8,800,000 shares of the Stock may be issued in the form of Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be # 8,800,2,000,000 shares less # the number of shares of Stock underlying awards granted under the Company’s Equity Plan originally adopted in (the “Prior Plan”) after ,shares, subject to adjustment as provided in this [Section 3]3(b)]. For purposes of this limitation, the shares of Stock underlying any awardsAwards under the Plan and under the Prior Plan that are forfeited, canceledcanceled, held back upon exercise of an Option or settlement of an Award to cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise terminated (other than by exercise)exercise or settlement) shall be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. Notwithstanding the foregoing, the following shares shall not be added to the shares authorized for grant under the Plan: # shares tendered or held back upon exercise of a Stock Option or settlement of an Award to cover the exercise price or tax withholding, and # shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof.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,limitation, shares of Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that no more than 8,800,000 shares of the Stock may be issued in the form of Incentive Stock Options.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.

Stock Issuable. TheSection # Shares Available Under the Plan. Subject to adjustment as set forth in [Section 3.2], the maximum number of shares of Stock reserved and available for issuance under the Plan shall be # 8,800,000 shares less # the number of shares of Stock underlying awards granted under the Company’s Equity Plan originally adopted in (the “Prior Plan”) after , subject to adjustment as provided in this [Section 3]. For purposes of this limitation, the shares of Stock underlying any awards under the Plan and under the Prior Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued or delivered and as Incentive Stock Options. Notwithstandingto which Awards may be granted under the foregoing, the following shares shall notPlan will be addedequal to the sum of: # 4,248,497 shares of Stock, which were authorized for grantat the time that the Plan was first adopted by the Board effective ; # 3,000,000 shares of Stock; # any shares of Stock subject to an Award under the Plan:Plan that expires without being exercised, or is forfeited, canceled, settled or otherwise terminated without a distribution of Stock to the Participant; # shares tendered or held back upon exercise of Stock not delivered to the Participant because the Award is exercised through a Stock Option or settlementreduction of anshares subject to the Award to cover the exercise price or tax withholding,(i.e., “net exercised”); and # shares subjectof Stock delivered (either actually or by attestation) to a Stock Appreciation Right that are not issuedor withheld by the Corporation in connection with the stock settlementexercise of an Option awarded under the Plan, or in payment of any required income tax withholding for the exercise of an Option or the vesting of Restricted Stock Appreciation Right upon exercise thereof. 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 issuanceawarded under the Plan. Subject to such overall limitations,The shares of Stockthat may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that no more than 8,800,000 shares of the Stock may be issued in the form of Incentive Stock Options. The shares available for issuancedelivered under the Plan may be either authorized but unissued shares of Stockshares, repurchased shares, or shares of Stock reacquired by the Company.partly each.

Stock Issuable. The maximumShares Available. Subject to adjustment as provided in [Section 4(B)], the aggregate number of shares of StockShares reserved and available for issuance pursuant to Awards granted under the Plan shall be # 8,800,000 shares less # the1,500,000. The maximum number of sharesShares that may be issued upon exercise of Incentive Stock underlying awardsOptions granted under the Company’s Equity Plan originally adopted in (the “Prior Plan”)shall be 1,500,000. From and after , subject to adjustment as provided in this [Section 3]. For purposes of this limitation, the shares of Stock underlying anyEffective Date, no further awards under the Plan andshall be granted under the Prior Plan thatand the Prior Plan shall remain in effect only so long as awards granted thereunder shall remain outstanding. If, after the Effective Date, any Shares covered by an Award granted under this Plan, or to which such an Award relates, are forfeited, canceledor if such an Award is settled for cash or otherwise terminated (other thanterminates, expires unexercised, or is canceled without the delivery of Shares, then the Shares covered by exercise) shallsuch Award, or to which such Award relates, or the number of Shares otherwise counted against the aggregate number of Shares with respect to which Awards may be added back to the shares of Stock available for issuance under the Plan and,granted, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock thatany such settlement, forfeiture, termination, expiration, or cancellation, shall again become Shares with respect to which Awards may be issued as Incentive Stock Options. Notwithstandinggranted. Shares withheld from an Award to satisfy tax withholding requirements shall count against the foregoing,number of Shares remaining available for Awards under the following sharesPlan, and Shares delivered by a participant to satisfy tax withholding requirements shall not be added to the shares authorizednumber of Shares remaining available for grantAwards under the Plan:Plan. In addition, # shares tendered or held back upon exercisethe full number of a StockShares subject to an Option or settlementshall count against the number of an Award to coverShares remaining available for Awards under the Plan, even if the exercise price of an Option is satisfied through net-settlement or tax withholding,by delivering Shares to the Company (by either actual delivery or attestation), and # sharesthe full number of Shares subject to a Stock Appreciation Right that are not issued in connection withshall count against the stock settlementnumber of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of StockShares remaining 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; provided, however, that no more than 8,800,000 shares of the Stock may be issued in the form of Incentive Stock Options. The shares available for issuanceAwards under the Plan may be authorized but unissued shares(rather than the net number of Stock or shares of Stock reacquired by the Company.Shares actually delivered upon exercise).

Stock Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be # 8,800,000 shares less # the number of shares of Stock underlying awards granted under the Company’s Equity Plan originally adopted in (the “Prior Plan”) after , subjectSubject to adjustment as provided in this [Section 3]. For purposes13] of this limitation, the Plan, a total of 250,000 shares of Company Stock underlying any awards under the Plan and under the Prior Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. Notwithstanding the foregoing, the following shares shall not be addedpursuant to the shares authorized for grant under the Plan: # shares tendered or held back upon exercise of a Stock Option or settlement of an Award to cover the exercise price or tax withholding, and # shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof. 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 issuanceAwards under the Plan. Subject to such overall limitations,adjustment as provided in [Section 13], no more than an aggregate of 250,000 shares of Company Stock may be issued up to such maximum number pursuant to any type or types of Award; provided, however, that no more than 8,800,000 shares of the Stock may be issued in the formexercise of Incentive Stock Options. The shares available for issuanceOptions granted under the Plan may be authorized but unissued(including shares issued pursuant to the exercise of Incentive Stock or sharesOptions that are the subject to disqualifying dispositions within in the meaning of Stock reacquired bySections 421 and 422 of the Company.Code).

Stock Issuable. TheSubject to adjustment as provided in [Section 14.2] below, the maximum number of shares of Common Stock reserved and available for issuancewhich may be issued under the Plan shall be # 8,800,is 16,975,000 shares less # the numbershares, all of shares of Stock underlying awards granted under the Company’s Equity Plan originally adopted in (the “Prior Plan”) after , subject to adjustment as provided in this [Section 3]. For purposes of this limitation, the shares of Stock underlying any awards under the Plan and under the Prior Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock thatwhich may be issued aswith respect to Incentive Stock Options. NotwithstandingIf an Option shall expire or terminate for any reason without having been exercised in full, the foregoing,unpurchased shares subject to such Option shall again be available for subsequent Option grants or Restricted Stock Awards under the followingPlan. If shares of Restricted Stock shall be forfeited to, or otherwise repurchased by, the Company pursuant to a Restricted Stock Agreement, such repurchased shares shall notagain be added to the shares authorizedavailable for grantsubsequent Option grants or Restricted Stock Awards under the Plan: #Plan. If shares tendered or held backotherwise issuable upon exercise of a Stockan Option or settlementare withheld by the Company in payment of an Award to cover the exercise price of an Option or to satisfy tax withholding, and # shares subjectwithholding obligations with respect to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases shares of Stock on the open market, such exercise, such withheld shares shall notagain be added to the shares of Stock available for issuancesubsequent Option grants or Restricted Stock Awards 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; provided, however, that no more than 8,800,000 shares of the Stock may be issued in the form of Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

Stock Issuable. The aggregate maximum number of shares of Stock reserved and available for issuancegrant under the Plan shall be # 8,800,000 shares less # the number of shares which as of Stock underlying awards granted under the Company’s Equity Plan originally adopted in (the “Prior Plan”) after , subject to adjustment as provided in this [Section 3]. For purposes of this limitation, the shares of Stock underlying any awards under the Plan andEffective Date were previously authorized but not awarded under the Prior Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added backnot to exceed 200,000 shares, subject to the adjustment provision set forth in below. If any shares of Stock available for issuancesubject to an Award granted under the Plan and,or under the Prior Plan are forfeited or expire, are converted to shares of another person in connection with a recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or if an Award is settled in cash (in whole or in part), the shares subject to such Award shall, to the extent permittedof such forfeiture, conversion, expiration or cash settlement, again be available for future grants of Awards under Section 422 of the Code andPlan. However, the regulations promulgated thereunder, thefollowing shares of Stock that may be issued as Incentive Stock Options. Notwithstanding the foregoing, the following shares shall not be added to the shares of Stock authorized for grant under this and shall not be available for future grants of Awards under the Plan: # shares tendered by a Director or held back upon exercise of a Stock Option or settlementwithheld by the Company in payment of an AwardOption Price; # shares tendered by the Director or withheld by the Company to cover the exercise price orsatisfy any tax withholding, andwithholding obligation with respect to an Award; # shares subject to a Stock Appreciation RightRights that are not issued in connection with the stock settlement of the Stock Appreciation Right uponRights on exercise thereof. Inthereof; and # shares purchased on the eventopen market by the Company repurchaseswith the cash proceeds received from the exercise of Options. Notwithstanding anything in this Plan to the contrary, each grant of Awards under this Plan shall be subject to the availability of 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; provided, however, that no more than 8,800,000 shares of the Stock may be issued in the form of Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.this .

Stock Issuable. TheShare Reserve. Subject to the following provisions of this [Section 4] and to such adjustment as may be made pursuant to [Section 22], the maximum number of shares of Stock reserved and available for issuance under the Plan shall be # 8,800,000equal to thirty million (30,000,000) shares less #of Common Stock. The maximum number of shares that may be issued upon the exercise of Incentive Stock Options granted under the Plan shall not exceed fifteen million (15,000,000) shares of Common Stock (as adjusted pursuant to [Section 22]). During the terms of the Awards under the Plan, the Company shall keep available at all times the number of shares of Common Stock underlying awards granted under the Company’s Equity Plan originally adopted in (the “Prior Plan”) after , subjectrequired to adjustment as provided in this [Section 3]. For purposes of this limitation, the shares of Stock underlying any awards under the Plan and under the Prior Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. Notwithstanding the foregoing, the following shares shall not be added to the shares authorized for grant under the Plan: # shares tendered or held back upon exercise of a Stock Option or settlement of an Award to cover the exercise price or tax withholding, and # shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases shares of Stock on the open market,satisfy 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; provided, however, that no more than 8,800,000 shares of the Stock may be issued in the form of Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.Awards.

Stock Issuable. TheNumber of Shares Authorized and Available for Awards. Subject to adjustment as provided in [Section 4.4] of the Plan, the maximum number of shares of Stock reservedShares authorized and available for issuance under the Plan shall be # 8,800,15,700,000 shares less #plus the number of shares of Stock underlying awards granted under the Company’s Equity Plan originally adopted in (the “Prior Plan”) after ,Shares subject to adjustment as provided in this [Section 3]. For purposes of this limitation, the shares of Stock underlying any awards under the Plan andoutstanding stock options or restricted stock units under the Prior Plans as of the date of stockholder approval of this Plan that are forfeited, canceledthereafter expire or otherwise terminated (other than by exercise) shall be added back toterminate without issuance of the sharesShares. In connection with approving this Plan, the Board of StockDirectors has approved a resolution that, effective upon receipt of stockholder approval of this Plan, any Shares available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. Notwithstanding the foregoing, the following shares shall not be added to the shares authorized for grant under the Plan: # shares tendered or held back upon exercise of a Stock Option or settlement of an Award to cover the exercise price or tax withholding, and # shares subject to a Stock Appreciation RightPrior Plans that are not issued in connection withsubject to outstanding awards under the stock settlement of the Stock Appreciation Right upon exercise thereof. In the event the Company repurchases shares of Stock on the open market, such shares shall notPrior Plans will no longer 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; provided, however, that no more than 8,800,000 shares of the Stock may be issued in the form of Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.Prior Plans.

Stock Issuable. TheSubject to the Plan. Subject to the provisions of [Section 13] of the Plan, the maximum aggregate number of Shares that may be sold under the Plan is 1,740,000 Shares. All of the available shares may, but need not, be issued pursuant to the exercise of Incentive Stock reservedOptions. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Award should expire or become unexercisable for any reason without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock Units, is forfeited to the Company due to the failure to vest, the unpurchased Shares (or, for Restricted Stock Units, the forfeited Shares) that were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). In addition, any Shares which are retained by the Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to any Award shall be treated as not issued and shall continue to be available for future issuance or sale under the Plan. Shares issued under the Plan and later forfeited to the Company or repurchased by the Company pursuant to any forfeiture provision or Company repurchase right, as applicable, shall be available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment shall not reduce the number of Shares available for issuance under the Plan shall be # 8,800,000 shares less # the number of shares of Stock underlying awards granted under the Company’s Equity Plan originally adopted in (the “Prior Plan”) after , subject to adjustment as provided in this [Section 3]. For purposes of this limitation, the shares of Stock underlying any awards under the Plan and under the Prior Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. Notwithstanding the foregoing, the following shares shall not be added to the shares authorized for grant under the Plan: # shares tendered or held back upon exercise of a Stock Option or settlement of an Award to cover the exercise price or tax withholding, and # shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right upon exercise thereof. 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; provided, however, that no more than 8,800,000 shares of the Stock may be issued in the form of Incentive Stock Options. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company.

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