Minimum Vesting Provisions. Notwithstanding any other provision of the Plan, Awards shall have a minimum vesting/exercise schedule of at least one (1) year, except that a shorter vesting/exercise schedule may apply to Awards for not more than 5% of the shares of Company Stock authorized for issuance under the Plan.

Notwithstanding any other provision of the Plan,Plan to the contrary, stock-based Awards granted under the Plan shall vest no earlier than the first anniversary of the date the Award is granted; provided that the following Awards shall havenot be subject to the foregoing minimum vesting requirement: # substitute Awards granted pursuant to [[Section 4(D), (ii)])]])] Shares delivered in lieu of fully-vested cash Awards, and # any additional Awards the Committee may grant, up to a minimum vesting/exercise schedulemaximum of at least one (1) year, except that a shorter vesting/exercise schedule may apply to Awards for not more than 5%five percent (5%) of the shares of Company Stockavailable share reserve authorized for issuance under the Plan.Plan pursuant to [Section 4(A)] (subject to adjustment under [Section 4(B)]; and, provided, further, that the foregoing restriction does not apply to accelerated exercisability or vesting of any Award in cases of death, Disability or a Change in Control.

Minimum Vesting Provisions.Requirements. Notwithstanding anything to the contrary herein, and subject to [Section 7(f)], no portion of any other provisionAward shall vest in less than one year following the date of grant. For the avoidance of doubt, such minimum vesting requirements shall not apply in the event of # the Participant’s death or disability, # a Change in Control (subject to the requirements of [Section 7(f)]) and # the Committee granting Awards that are not subject to such minimum vesting requirements with respect to 5 percent or less of the Plan, Awards shall have a minimum vesting/exercise schedule of at least one (1) year, except that a shorter vesting/exercise schedule may apply to Awards for not more than 5% of the shares of Company Stock authorizedShares available for issuance under the Plan.Plan (as set forth in [Section 4(a)]), as may be adjusted pursuant to [Section 4(c)].

Minimum Vesting Provisions.Period. Notwithstanding any other provision of the Plan,Plan to the contrary, equity-based Awards granted under the Plan shall have a minimum vesting/exercise schedulevest no earlier than the first anniversary of the date the Award is granted (excluding, for this purpose, any # substitute awards under [Section 5(d), (ii)])] Shares delivered in lieu of fully vested cash Awards and # Awards to Outside Directors that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders which is at least one (1) year, except50 weeks after the immediately preceding year’s annual meeting); provided, that, the Committee may grant equity-based Awards without regard to the foregoing minimum vesting requirement with respect to a maximum of five percent (5%) of the Share limitation set forth in [Section 5(a)] (subject to adjustment under [Section 12]); and, provided further, for the avoidance of doubt, that a shorter vesting/exercise schedule maythe foregoing restriction does not apply to Awardsthe Committee’s discretion to provide for not more than 5%accelerated exercisability or vesting of any Award, including in cases of retirement, death, Disability or a Change in Control, in the terms of the shares of Company Stock authorized for issuance under the Plan.Award or otherwise.

Minimum Vesting Provisions. NotwithstandingRequirement. Except in the case of death, disability, involuntary termination, Retirement or a Change in Control, in no event shall the vesting schedule of an Award provide that any other provisionportion of such Award will vest prior to the first anniversary of the Plan, Awards shall have a minimum vesting/exercise schedulegrant date; provided, however, that up to an aggregate of at least one (1) year, except that a shorter vesting/exercise schedule may apply to Awards for not more than 5% of the maximum number shares of Company Stock authorized for issuancethat may be delivered to Participants and their beneficiaries under the Plan.Plan may be issued without regard to the foregoing requirements.