Eligibility. Subject to the provisions of the Plan, the Committee (or, with respect to Directors, the Board) shall have full and final authority to select those Eligible Employees who will receive Options and/or Awards, but no person shall receive any Options or Awards unless he or she is an employee of the Company or a Subsidiary, or a Director, at the time the Option or Award is granted.

Eligibility. SubjectAn individual shall be eligible to participate in the Plan and receive Awards hereunder if the individual is an Employee or Director; provided, however, that Incentive Stock Options may be awarded only to individuals who are Employees. In making any determination as to persons to whom Awards shall be granted, the type of Award, and/or the number of Shares to be covered by the Award, the Committee shall consider the position and responsibilities of the Employee or Director; his or her importance to the provisionsCompany and its Subsidiaries; the duties of such person; his or her past, present and potential contributions to the Plan, the Committee (or, with respect to Directors, the Board) shall have fullgrowth and final authority to select those Eligible Employees who will receive Options and/or Awards, but no person shall receive any Options or Awards unless he or she is an employeesuccess of the Company or a Subsidiary, or a Director, atand its Subsidiaries; and such other factors as the timeCommittee shall deem relevant in connection with accomplishing the Option or Award is granted.purposes of the Plan.

Eligibility. SubjectThe persons who shall be eligible to receive Awards under the Plan shall be such Employees and non-Employee Directors as the Committee shall select from time to time. In making such selections as to Employees, the Committee shall consider the nature of the services rendered by such employees, their present and potential contribution to the provisionsCompany’s success and the success of the Plan, the Committee (or, with respect to Directors, the Board) shall have full and final authority to select those Eligible Employees who will receive Options and/particular Subsidiary or Awards, but no person shall receive any Options or Awards unless he or she is an employeedivision of the Company by which they are employed, and such other factors as the Committee in its discretion shall deem relevant. In making such selections as to non-Employee Directors, the Committee shall consider such factors as the Committee in its discretion shall deem relevant. Participants may hold more than one Award, but only on the terms and subject to the restrictions set forth in the Plan and their respective Award Agreements. The Committee may delegate its power to one or a Subsidiary,more of the Company’s Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer or a Director, atGeneral Counsel to determine the timeparticipation eligibility of new Participants who are not officers under Section 16 of the Option or AwardSecurities and Exchange Act of 1934 and whose fiscal year total direct compensation (consisting of base salary, annual incentive and long-term incentive) is granted.less than $500,000 (“Designated Participants”) and the performance criteria for each such Designated Participant, in which case such Company executives shall exercise the delegated power in accordance with this Article 5.

Eligibility.ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the Committee (or, with respectmay, from time to Directors,time, select from all eligible Employees and Nonemployee Directors those to whom Awards shall be granted and shall determine the Board) shall have fullnature and final authority to select those Eligible Employees who will receive Options and/or Awards, but no person shall receive any Options or Awards unless he or she is an employeeamount of the Company or a Subsidiary, or a Director, at the time the Option or Award is granted.each Award.

Eligibility. Subject to the provisions of the Plan, the Committee (or, with respect to Directors, the Board) shall have full and final authority to select those “Eligible Employees who will receive Options and/Employee” means any officer or Awards, but no person shall receive any Options or Awards unless he or she is another key employee of the Company or a Subsidiary,Subsidiary designated by the Committee as eligible to receive Options or a Director, atAwards subject to the time the Option or Award is granted.conditions set forth herein.