ELIGIBLE EMPLOYEES. An eligible employee is an employee who, on the effective date of an offering, has been an employee of the Corporation or one of the Corporation’s subsidiaries (designated by the Committee on the effective date of such offering as a participating subsidiary) for at least two years preceding the effective date of such offering; whose customary employment is twenty (20) hours or more per week; and whose customary employment is for five (5) months or more in any calendar year.

Eligible Terminations. If a Participant’s employment is involuntarily terminated by an Employer

The Employees eligible to participate in the Plan for a Plan Year shall be those Employees who are eligible participants in the ESOP during such Plan Year, are Highly Compensated Employees during such Plan Year and are employed by the Company on the Friday next preceding the last day of the Company's Fiscal Year in which the Plan Year ends.

Eligible Loans. [Schedule EL] to the Repurchase Agreement is amended and restated in its entirety to read as set forth on [Exhibit E] to this Amendment.

Eligible Employees. Eligibility to participate in the Plan shall be limited to certain key executives of an Employer who # are not parties to individual employment or change in control agreements that provide for severance benefits, and # are designated, by duly adopted resolution of the Committee, as Eligible Employees.

Eligible Compensation. “Eligible Compensation” means, the Base Salary, Bonus and Performance Share Award that the Participant receives or is entitled to receive from his or her Participating Employer for services rendered.

Eligible Employees. Subject to [Article VII], each Participation Agreement shall set forth the amount of Eligible Compensation for the Plan Year to which the Participation Agreement relates that is to be deferred under the Plan (the "Deferred Amount"), expressed as either a dollar amount or a whole percentage of the Base Salary and Performance Awards for such Plan Year; provided that the minimum and maximum Deferred Amounts for any Plan Year shall be the minimum and maximum Deferred Amounts, respectively, established by the Administrator and set forth in the Participation Agreement for such Plan Year, and further provided that for deferrals earned on or after January 1, 2010, the maximum Deferred Amount for any Plan Year shall not exceed 75% of Base Salary and 100% of Performance Award. In accordance with the provisions contained in [Article VII], each Participation Agreement shall also set forth a time and Form of Payment of a Deferred Amount. Participation Agreements are to be completed in a format specified by the Administrator. Notwithstanding the foregoing, if a Participant shall have failed to designate properly the form of payment of the Participant's benefit under the Plan, such payment will be in a lump sum.

Eligible Accounts. As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is # a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the ordinary course of the Borrowers’ business and # not excluded as ineligible by virtue of one or more of the excluding criteria (other than any such criteria that is subject to the discretion or Permitted Discretion of Agent) set forth in the definition of Eligible Accounts.

Eligible Employees. Participation under the Plan shall be open to all active employees (the "Eligible Employees") of the Company or its Participating Subsidiaries except # employees who have been continuously employed by the Company or a Participating Subsidiary for less than twelve (12) months at the beginning of an Option Period (as hereinafter defined); # employees whose customary employment by the Company or a Participating Subsidiary is less than twenty (20) hours per week; and # employees whose customary employment by the Company or a Participating Subsidiary is for not more than five (5) months in a calendar year. No option rights shall be granted under the Plan to any person who is not an Eligible Employee, and no Eligible Employee shall be granted option rights under the Plan # if such employee, immediately after receiving the grant of such option rights under the Plan, owns (under the rules of Sections 423(b)(3) and 424(d) of the Code) stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or any of its subsidiary corporations (as defined by Section 425(f) of the Code); or # which permit such employee to purchase stock under this Plan and any other employee stock purchase plan of the Company and its subsidiary corporations (as defined by Section 424(f) of the Code) aggregating more than Twenty Five Thousand Dollars ($25,000.00) of the fair market value of such stock ("Maximum Value") (determined at the time the respective options are granted) in any one calendar year, and in no event may such option rights accrue at a rate which exceeds that permitted by Section 423(b)(8) of the Code.

Annual Retainer for Board Membership: $40,000 for general availability and participation in meetings and conference calls of our Board of Directors (the “Board”). No additional compensation will be paid for attending individual meetings of the Board.