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Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, from among the Eligible Employees, those persons who will be granted one or more Awards under the Plan, and thereby become “Participants” in the 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 or a portion of which is acquired by the Company or a Related Company).

Participation. SubjectDesignation of Participants. All Eligible Employees are eligible to be designated by the termsCommittee to receive Awards and conditionsbecome Participants under the Plan. The Committee has the authority, in its discretion, to determine and designate from time to time those Eligible Employees who are to be granted Awards, the types of Awards to be granted and the number of Shares or rights subject to Awards granted under the Plan. In selecting Eligible Employees to be Participants and in determining the type and amount of Awards to be granted under the Plan, the Committee shall determineconsider any and designate, from time to time, from among the Eligible Employees, those persons who will be granted oneall factors that it deems relevant or more Awards under the Plan, and thereby become “Participants” in the 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 or a portion of which is acquired by the Company or a Related Company).appropriate.

Participation. Subject to the terms and conditions of the Plan, the Committee shall determinedirectors of the Company who are not employees of the Company or its subsidiaries, and designate, from timecertain consultants, are eligible to time, from among the Eligible Employees, those persons who will be granted one or more Awards under the Plan, and thereby become Participants"Participants" in the 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 or a portion of which is acquired by the Company or a Related Company).

Actual Participation. Subject to the terms and conditionsprovisions of the Plan, the Committee shall determine and designate,may, from time to time, select from among the Eligible Employees,all eligible Employees those persons who willto whom Awards shall be granted one or moreand shall determine the nature and amount of each Award. The Committee need not grant Awards under the Plan, and thereby become “Participants” in the 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 or a portion of which is acquired by the Company or a Related Company).Eligible Employees.

Actual Participation. Subject to the terms and conditionsprovisions of the Plan, the Committee shall determine and designate,may, from time to time, select from among the Eligibleall eligible Employees, those persons who willto whom Awards shall be granted one or more Awards underand shall determine the Plan,nature and thereby become “Participants” in the Plan. In the discretionamount of the Committee, a Participant may be granted anyeach Award. No Employee is entitled to receive an 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 or a portion of which is acquiredunless selected by the Company or a Related Company).Committee.

Participation. SubjectExcept as herein provided, individuals who are Employees shall be eligible to participate in the Plan and be granted Awards. The Committee may, from time to time and in its sole discretion, select the Employees to be granted Awards and determine the terms and conditions with respect thereto each Award. In making any such selection and in determining the form of an Award, the Committee may give consideration to the functions and responsibilities of the Plan,Employee and the Committee shall determine and designate, from timeEmployee’s contributions to time, from among the Eligible Employees, those persons who will be granted one or more Awards under the Plan, and thereby become “Participants” in the 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 arrangementits Affiliates, the value of a business or entity, all or a portion of which is acquired bythe Employee’s services (past, present, and future) to the Company or a Related Company).its Affiliates, and such other factors as it deems relevant.

Actual Participation. Subject to the terms and conditionsprovisions of thethis Plan, the Committee shall determine and designate,may, from time to time, select from among the Eligible Employees,all eligible individuals, those persons who willindividuals to whom Awards shall be granted one or more Awards underand shall determine, in its sole discretion, the Plan,nature of, any and thereby become “Participants” inall terms permissible by law, and the Plan. In the discretionamount 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 or a portion of which is acquired by the Company or a Related Company).each Award.

Participation. Subject to the terms and conditionsprovisions of the Plan, the Committee shall determine and designate,may, from time to time, select from among the Eligible Employees,all eligible individuals, those persons whoindividuals to whom Awards will be granted one or more Awards underand will determine the Plan,nature and thereby become “Participants” in the Plan. In the discretionamount of the Committee, a Participant mayeach Award. No individual will have any right to be granted anyan Award permitted underpursuant to 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 or a portion of which is acquired by the Company or a Related Company).Plan.

Participation.ACTUAL PARTICIPATION. Subject to the terms and conditionsprovisions of the Plan, the Committee shall determine and designate,may, from time to time, select from among the Eligible Employees,all eligible Employees and Nonemployee Directors those persons who willto whom Awards shall be granted one or more Awards underand shall determine the Plan,nature and thereby become “Participants” in the Plan. In the discretionamount 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 or a portion of which is acquired by the Company or a Related Company).each Award.

Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, from among the Eligible Employees, those persons who will be granted one or more Awards under the Plan, and thereby become “Participants” in the 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 any Participant from time to time by the Committee. The Committee shall determine the terms, conditions, and limitations applicable to each Award consistent with the Plan. Designation by the Committee as a Participant. Awards may be granted as alternativesParticipant for an Award in one period shall not confer on such Participant the right to or replacement of awards outstanding underparticipate in the Plan, orPlan for any other plan or arrangement of the Company or a Related Company (including a plan or arrangement of a business or entity, all or a portion of which is acquired by the Company or a Related Company).period.

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