Eligibility. The Compensation Committee of the Board of Directors of the Company (the “Committee”) shall each year determine the Executive Officers of the Company eligible to participate in the Plan (the “Participants”). For purposes hereof, “Executive Officers” shall mean the Chief Executive Officer and the Chief Operating Officer of the Company, each executive of the Company or an Affiliate who reports directly to the Chief Executive Officer or the Chief Operating Officer of the Company, and any other executive of the Company or an Affiliate as may be selected by the Committee or who is an “executive officer” of the Company within the meaning of Rule 3b-7 under the Securities Exchange Act of 1934, as amended. As used herein, “Affiliate” shall mean each corporation that is a member of the Company’s affiliated group, within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended (the “Code”) (without regard to Section 1504(b) of the Code) other than any subsidiary of the Company that is itself a publicly held corporation as such term is defined in Section 162(m) of the Code and the Treasury regulations issued thereunder and any subsidiaries of such publicly held corporation subsidiary.

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. Notwithstanding any other provision of this Plan to the contrary, an ISO may only be granted to full or part-time employees (including officers) of the Company or of an Affiliate, provided that the Affiliate is a Parent or Subsidiary.

Eligibility. The Committee shall designate the Participants, if any, for each Performance Period. An Eligible Officer who is designated as a Participant for a given Performance Period is not guaranteed of being selected as a Participant for any other Performance Period.

Eligibility. The Board may grant Awards to any Eligible Director, whether or not he or she has previously received an Award.

Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

Eligibility. Each Participant whose employment is involuntarily terminated shall receive Severance Pay; provided, however, that Severance Pay shall not be paid to any Participant who:

Eligibility. All employees of the Company and all employees of any subsidiary of the Company (as defined in Section 424(f) of the Code) designated by the Board or the Committee from time to time (a “Designated Subsidiary”), are eligible to participate in any one or more of the offerings of Purchase Rights (as defined in Section 9) to purchase Common Stock under the Plan provided that:

Eligibility. Effective as of August 1, 2021, notwithstanding any other Plan provisions restricting withdrawals prior to severance from employment, a Participant may take a distribution of up to $5,000 from his vested Account balance during the one-year period beginning on the date on which the child of the Participant is born or the legal adoption by the Participant of an Eligible Adoptee is finalized (a “Qualified Birth or Adoption Distribution”). This $5,000 limit shall be reduced by any Qualified Birth or Adoption Distributions previously received by the Participant with respect to the same child or Eligible Adoptee under this Plan or any other similar distribution under any other plan maintained by the Company or any Affiliated Employer. For the avoidance of doubt, # if each parent of the child or Eligible Adoptee is a Participant in the Plan, each parent may receive a Qualified Birth or Adoption Distribution with respect to such child or Eligible Adoptee, and # each Participant is entitled to receive Qualified Birth or Adoption Distributions with respect to the birth of more than one child or the adoption of more than one Eligible Adoptee. For purposes of Code Sections 401(a)(31), 402(f), and 3405, a Qualified Birth or Adoption Distribution shall not be treated as an eligible rollover distribution. In order to be eligible to receive a Qualified Birth or Adoption Distribution under this [Section 12.14(b)], the Participant must certify that he or she is eligible for such Qualified Birth or Adoption Distribution in accordance with the Setting Every Community Up for Retirement Enhancement Act of 2019 (“SECURE Act”), in a form that is satisfactory to the Administrative Committee or its delegate.

Eligibility. The Company’s officers and certain key employees will be eligible to participate in the Plan for a given performance period when designated by the Committee. Unless otherwise determined by the Committee in its discretion, in order to receive an award under this Plan for a given performance period, a participant must remain employed with the Company through the applicable award payment date.