Eligible Directors. Each member of the Board who is not an employee of the Company or of any parent or subsidiary of the Company (each, an “Eligible Director”) shall be eligible to receive awards under the Plan.

Each director of the Company elected or appointed to the Board who is not otherwise an officer or employee of the Company or a Related Company (an “Eligible Director”) is eligible to receive the Awards set forth in the Program.

Individuals Eligible for Awards. The individuals eligible to receive Awards hereunder shall be solely those individuals who are Directors and who are not employees of the Company or any of its Affiliates.

“Director” means a member of the Board. Directors are not eligible to receive Awards under the Plan with respect to their service in such capacity.

Eligibility. Officers, Employees, Non-Employee Directors, consultants and independent contractors of the Company and its Subsidiaries and Affiliates who are responsible for or contribute to the management, growth and profitability of the business of the Company and its Subsidiaries and Affiliates are eligible to be granted Awards under the Plan, subject to the limitations described herein.

Eligibility. Awards pursuant to this Section 12 shall be granted only to Non-Employee Directors. A Non-Employee Director who is elected or re-elected as a member of the Board will be eligible to receive an Award under this Section 12.

Eligibility. Each member of the Board who is not a full- or part- time officer or employee of the Company (a “Non-Employee Director”) is eligible to participate in this Plan during the period of the Non-Employee Director’s service as a member of the Board.

Eligibility. Members of the Company’s Board of Directors who are not regular full-time employees of the Company or one of its directly or indirectly owned subsidiaries are the only individuals eligible to participate in the Plan.