Participant. Any Employee of the Employer at Hay pay grade level 22 or higher, any Employee of the Employer in an equivalent position who is designated as a Participant by the Chief Executive Officer of the Company, and until the later of October 10, 2020 or the third anniversary of the date on which notice of the amendment of this Section of the Plan is provided to Participants, any other Employee who was a Participant prior to the October 10, 2017 restatement of the Plan; provided, however, that no individual who is a party to a separately executed change in control or similar agreement with the Company or any of its Affiliated Companies entered into prior to a Change in Control shall be a Participant so long as such agreement remains in force. Each individual who is a Participant immediately prior to a Change in Control shall remain a Participant at least until the second anniversary of the Change in Control. Notwithstanding the foregoing, individuals employed primarily outside of the United States are not eligible to be Participants.

Participant. An employee of the Company (including any employee who is a member of the Board) or an Affiliate, a director of the Company or an Affiliate, or any non-employee consultant or advisor (provided, such consultant or advisor is a natural person who provides bona fide services to the Company other than in connection with the offer or sale of securities in a capital-raising transaction or promotion or maintenance of a market for the Company’s securities) to the Company (including non-employee members of the Board) or an Affiliate, whose participation in the Plan is determined by the Committee to be in the best interest of the Company.

Participant. “Participant” shall have the meaning set forth in the LTIP.

Participant. “Participant” means an Eligible Director who has elected to participate in this Plan pursuant to Sections 3 and 4.

Participant. A Director who is a Deferred Stock Participant, a Monthly Deferral Participant, or both.

Participant. A “Participant” is an Employee who becomes a Participant in this Plan in accordance with the provisions of Section 2. An Employee who has become a Participant shall be considered to continue as a Participant in this Plan until the date when the Participant no longer has any Account under this Plan, or the date of the Participant’s death, if earlier.

Non-Disclosure of Confidential Information. At the time Executive executes this Agreement, # Executive has received and # the Executive may in the future develop, hold, have access to, or receive, certain Confidential Information, including with respect to identifiable, specific and discrete business opportunities being pursued by the Company. Except as otherwise consented to by the Board in writing, Executive agrees that Executive, during and after the term of this Agreement, shall keep confidential and shall not, whether directly or indirectly, through an Affiliate or otherwise, take commercial or proprietary advantage of or profit from any Confidential Information or disclose Confidential Information to any Person for any reason or purpose whatsoever, except # to authorized managers, directors, officers, representatives, agents and employees of the Company and as otherwise may be proper in the course of performing Executive’s obligations provided that such disclosure is for the sole benefit of the Company, or # as is required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulations; provided that, if Executive is required to make such disclosure, Executive shall # provide to the Company prompt written notice (if legally permissible) prior to such disclosure and cooperate reasonably, at the Company’s sole expense, with the efforts of the Company to seek an appropriate protective order or confidential treatment and # takes and uses all reasonable measures to attempt to preserve the confidentiality and limit the disclosure of such Confidential Information. For purposes of this Section 6(a), Executive is only required to hold in confidence any Confidential Information that is not a trade secret for the maximum duration permitted by applicable law; and the term “Confidential Information” shall not include any information that at the time of disclosure is in, or thereafter is publicly known other than as a result of any disclosure directly or indirectly by Executive or a third party in violation of this Agreement or any other obligation of confidentiality binding upon Executive or such third party. Nothing in this Section 6(a) shall in any way limit, narrow or otherwise modify any confidentiality covenants or other restrictive covenants entered into by Executive pursuant to any other agreement entered into with the Company.

Authorized Disclosure of Confidential Information. Notwithstanding Section 15.1, each Party may disclose Confidential Information to the extent such disclosure is reasonably necessary in the following situations:

Non-Disclosure of Confidential Information. Except in the course of his/her employment with the Company and in the pursuit of the business of the Company or any of its subsidiaries or affiliates, the Executive shall not, at any time during or following the Contract Period, disclose or use, any confidential information or proprietary data of the Company or any of its subsidiaries or affiliates. The Executive agrees that, among other things, all information concerning the identity of and the Company’s relations with its customers is confidential information.

Disclosure. As of the Closing Date, none of the documents or certificates or any other written information (other than financial projections, estimates, forecasts and information of a general economic or industry-specific nature) provided by or on behalf of Holdings, the Borrower or the other Subsidiaries to any Arranger, Agent or Lender in connection with the negotiation of or pursuant to this Agreement or any other Credit Document or otherwise in connection with the transactions contemplated hereby or thereby, taken as a whole, contains any untrue statement of a material fact or omits or will omit, when furnished, to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates thereto delivered to the Arrangers prior to the Closing Date). The financial projections, forecasts, budgets and other forward-looking information provided by or on behalf of Holdings, the Borrower or the other Subsidiaries to any Arranger, Agent or Lender in connection with the negotiation of or pursuant to this Agreement or any other Credit Document or otherwise in connection with the transactions contemplated hereby or thereby were prepared in good faith based upon estimates and assumptions believed by the Borrower to be reasonable at the time such information was furnished to such Arranger, Agent or Lender (it being understood and agreed that financial projections, estimates and forecasts are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, are not a guarantee of financial performance, actual results may differ therefrom and such differences may be material).