Actual Participation. Subject to the provisions of this Plan, the Committee may, from time to time, select from all eligible individuals, those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award.

Actual Participation. Subject to the provisions of thisthe Plan, the Committee may, from time to time, select from all eligible individuals,Employees those individuals to whom Awards shall be granted and shall determine, in its sole discretion,determine the nature of, any and all terms permissible by law, and the amount of each Award. The Committee need not grant Awards to all Eligible Employees.

Actual Participation. Subject to the provisions of thisthe Plan, the Committee may, from time to time, select from all eligible individuals,Employees, those individuals to whom Awards shall be granted and shall determine, in its sole discretion,determine the nature of, any and all terms permissible by law, and the amount of each Award. No Employee is entitled to receive an Award unless selected by the Committee.

Subject to the provisions of thisthe Plan, the Committee may, from time to time, select from among all eligible individuals, those individuals to whom Awards shallwill be granted and shall determine, in its sole discretion,will determine the nature of, any and all terms permissible by law, and the amount of each Award. No individual will have any right to be granted an Award pursuant to the Plan.

ACTUAL PARTICIPATION. Subject to the provisions of thisthe Plan, the Committee may, from time to time, select from all eligible individuals,Employees and Nonemployee Directors those individuals to whom Awards shall be granted and shall determine, in its sole discretion,determine the nature of, any and all terms permissible by law, and the amount of each Award.

Participation. Subject to the provisionsterms and conditions of thisthe Plan, the Committee may,shall determine and designate, from time to time, select from all eligible individuals,among the Eligible Employees, those individuals to whom Awards shallpersons who will be granted one or more Awards under the Plan, and shall determine,thereby become “Participants” in its sole discretion, the nature of,Plan. In the discretion of the Committee, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Awards may be granted as alternatives to or replacement of awards outstanding under the Plan, or any other plan or arrangement of the Company or a Related Company (including a plan or arrangement of a business or entity, all terms permissibleor a portion of which is acquired by law, and the amount of each Award.Company or a Related Company).

Actual Participation. Subject to the provisions of thisthe Plan, the Compensation Committee may, from time to time, select from all eligible individuals, those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award.Award, except that in the case of Non-Employee Directors, such determinations shall be made by the Board pursuant to [Section 13.1].

Section # Eligibility. Subject to the provisions of thisthe Plan, the Committee may, from timewill have full and final authority, in its discretion, to time, select from all eligible individuals, those individualsgrant Awards as described herein and to determine the Eligible Individuals to whom Awards shallwill be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award.granted.

Subject to the terms and provisions of thisthe Plan, the Committee may,Committee, at any time and from time to time, select from all eligible individuals, those individualsmay grant Performance-Based Awards to whom Awardsa Plan participant in such amounts and upon such terms as the Committee shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award.determine.

Participation in the Plan. Subject to the provisions of this Plan, the Committee may, from time to time, select from all individuals eligible individuals, those individuals to whom Awards shall be granted and shall determine,participate in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award.Plan: