Committee to Grant Awards. The Committee may, from time to time, grant Awards to one or more Eligible Persons, provided, however, that:
(a) Subject to Article XIII, the aggregate number of shares of Common Stock made subject to Awards may not exceed 1,552,395; and with respect to Options and/or SARs granted to any one Participant during any calendar year, the maximum number of shares of Common Stock that may be subject to such Option and/or SAR is 500,000.
(b) Any shares of Common Stock related to Awards which terminate by expiration, forfeiture, cancellation or otherwise without the issuance of shares of Common Stock, are settled in cash in lieu of Common Stock, or are exchanged in the Committee's discretion for Awards not involving Common Stock, shall be available again for grant under the Plan, so long as the holder of any such Award received no benefits of Common Stock ownership (including but not limited to dividends) from the shares of Common Stock related to such Award. Any shares of Common Stock with respect to which an SAR has been exercised and paid in cash shall again be available for grant under the Plan.
(c) Any shares of Common Stock issued by the Corporation through the assumption or substitution of outstanding grants from an acquired company shall reduce the shares available for grants under the Plan.
(d) Common Stock delivered by the Corporation in payment of any Award under the Plan may be authorized and unissued Common Stock or Common Stock held in the treasury of the Corporation or may be purchased on the open market or by private purchase.
(e) The Committee shall, in its sole discretion, determine the manner in which fractional shares arising under this Plan shall be treated.
Committee to Grant Awards. The Committee may, from time to time, grant Awards to one or more Participants, provided, however, that:
(i) Subject to Article IX, the aggregate number of shares of Common Stock made subject to the Award of Options to any Participant in any calendar year may not exceed one million (1,000,000).
(ii) Prior to June 6 2005, in no event shall more than one million (1,000,000) of the shares of Common Stock subject to the Plan be awarded to Participants as Restricted Stock Awards (the "Restricted Stock Award Limit"). On and after June 6, 2005, (the date on which the stockholders approved an increase in the number of shares reserved for issuance under the Plan by 5,700,000 shares), the grant of one share of restricted stock or one restricted stock unit will reduce the additional 5,700,000 shares by two shares and a grant of one share pursuant to an option grant will reduce the 5,700,000 share by one share.
(iii) Any shares of Common Stock related to Awards which terminate by expiration, forfeiture, cancellation or otherwise without the issuance of shares of Common Stock or are exchanged in the Committee's discretion for Awards not involving Common Stock, and any shares of Common Stock withheld for the payment of taxes pursuant to Section 10.3 or received by the Company as payment of the exercise price of an Option shall be available again for grant under the Plan; provided, however, that no more than 12,700,000 shares of Common Stock may be issued under Incentive Stock Options.
(iv) Common Stock delivered by the Company in payment of any Award under the Plan may be authorized and unissued Common Stock or Common Stock held in the treasury of the Company.
(v) The Committee shall, in its sole discretion, determine the manner in which fractional shares arising under this Plan shall be treated.
(vi) Separate certificates representing Common Stock to be delivered to a Participant upon the exercise of any Option will be issued to such Participant.
