If an Award expires or becomes unexercisable without having been exercised in full, is surrendered
pursuant to an Exchange
Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance
Shares, is forfeited to or
repurchased by the Company due to failure to vest, the unpurchased
Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or
repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated).