Rule 16b‐3

Rule 16b‐3. Means the exemption under Rule 16b-3 to Section 16(b) of the Exchange Act, as amended from time to time.

Rule 16b‐3. Means Rule 16b-3 promulgated by the Commission under the Act or any similar successor regulation exempting certain transactions involving stock-based compensation arrangements from the liability provisions of Section 16 of the Act, as adopted and amended from time to time and as interpreted by formal or informal opinions of, and releases published or other interpretive advice provided by, the Staff of the Commission.

Rule 16b‐3. Means Rule 16b-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended.

Rule 16b‐3. Means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act. 3 -3- (s) "Shares" means common stock, par value $0.01 per share, of the Company.

Rule 16b‐3. Shall mean Rule 16b-3 promulgated under the Exchange Act, as the same may be in effect and interpreted from time to time.

Rule 16b‐3. Such rule adopted under the Securities Exchange Act of 1934, as amended, or any successor rule.

Rule 16b‐3. Means Rule 16b-3 promulgated by the SEC under Section 16 of the Exchange Act and any successor rule.

Rule 16b‐3. Means Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

Rule 16b‐3. Means Rule 16b-3 as promulgated and interpreted by the SEC under the 1934 Act, or any successor rule or regulation thereto as in effect from time to time.

Rule 16b‐3. Means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act and as amended from time to time. 2