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Eligibility. Directors, Officers and all other key employees of the Company or any of its Affiliates (each an “Eligible Participant”) who are selected by the Committee in its sole discretion are eligible to participate in this Plan.

Eligibility. Directors,Certain Employees. Officers and all other key employees of the Company and its Subsidiaries who hold executive, administrative, managerial, supervisory, technical or anyother key positions shall be eligible for participation under the Plan, and participants shall for the most part be selected from among members of its Affiliates (each an “Eligible Participant”) who are selected bythis group. None of the members of the Committee in its sole discretion areand no director of the Company or of a Subsidiary who is not also an officer or employee of the Company or of a Subsidiary shall be eligible to participate in thisfor participation under the Plan.

Eligibility. Directors, Officers and all other key employees of the CompanyAny Employee or any of its Affiliates (each an “Eligible Participant”) who areDirector shall be eligible to be selected by the Committee in its sole discretion are eligible to participate in this Plan.as a Participant.

Eligibility. Directors, Officers and all other key employees of the Company or any of its Affiliates (each an “Eligible Participant”) who are selected by the Committee in its sole discretion areELIGIBILITY. Persons eligible to participate in this Plan.Plan include # all officers and key employees of the Company, as determined by the Committee, including Employees who are members of the Board and Employees who reside in countries other than the United States of America and # all Nonemployee Directors.

Eligibility. Directors, Officers and all other key employeesAny Key Employee, including any executive officer or employee-director of the Company or any Affiliate, who is not a member of its Affiliates (eachthe Committee and who, in the opinion of the Committee, contributes to the continued growth, development and financial success of the Company or an Eligible Participant”)Affiliate shall be eligible to be designated as a Participant. In addition, and notwithstanding the foregoing or any other provision of the Plan, any non-employee director of the Company shall be eligible to be designated as a Participant and receive Awards under the Plan, provided that each grant of an Award to a non-employee director shall be made only upon the concurrence of a majority of the members of the entire Board of Directors who are selected bydisinterested in the Committee in its sole discretion are eligiblegrant, and not more than 112,500 shares issuable under the Plan may be issued to participate in this Plan.each non-employee director.

Eligibility. Directors, Officers and all other keyELIGIBILITY: All Directors of the Company who are not full-time employees of the Company or any of its Affiliates (each an “Eligible Participant”) who are selected byEmployer (as defined in the Committee in its sole discretionOmnibus Equity Plan) are eligible to participate in this Plan.the Plan (each, a “Participant” and, together, the “Participants”).

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