The Administrator will select Participants from among key Employees and Directors of, and consultants and advisors to, the Company and its subsidiaries. Eligibility for ISOs is limited to employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code. Eligibility for NSOs and SARs is limited to individuals who are providing direct services on the date of grant of the Award to the Company or to a subsidiary of the Company that would be described in the first sentence of [Section 1.409A-1(b)(5)(iii)(E)])] of the Treasury Regulations.

Eligibility and Participation. Notwithstanding anything in the Plan to the contrary, effective as of May 31, 2019, participation in the Plan shall be frozen, and no employee shall thereafter become a Participant in the Plan.

Eligibility and Participation. All Eligible Employees may enroll in the Plan. Eligible Employees become Participants on the first to occur of # the date on which the first Compensation Deferral Agreement becomes irrevocable under Article IV, or # the date Company Credits (including SERP Credits) are credited to an Account on behalf of such Eligible Employee.

Each Eligible Employee who is either # a Section 16 Person who has been designated to participate in this Plan as a Tier I, Tier II or Tier III Participant by the Committee, in its sole discretion, or # an employee who is not a Section 16 Person who has been designated to participate in this Plan as a Tier II or Tier III Participant by the Chief Executive Officer, in his sole discretion, shall become a Participant and be eligible to receive payments and benefits under this Plan. Promptly following such designation by the Committee or the Chief Executive Officer, as applicable, the Company shall provide written notice substantially in the form attached hereto as Exhibit A (a “Designation Letter”) to each Participant with respect to the Participant’s designation as a Tier I, Tier II or Tier III Participant in this Plan.

Participation and Eligibility. To participate in an Investment Program, Company must meet the Investment Program eligibility criteria. To receive Investments under an Investment Program, Company must perform and comply with the Investment Program terms, and must comply with any separate agreements that may be prerequisites for Company’s participation in the Investment Program. Participation by Company is voluntary. Payment terms for an Investment Program will be set forth in the applicable Investment Program terms or related Guides.

Eligibility and Participation. Employees of the Company Group are eligible to participate in the Plan. The Committee will select from time to time the persons who will be Participants with respect to an Award under the Plan. An individual who is designated as a Participant for a particular Award is not guaranteed or assured of being granted any additional Award(s).

Eligibility and Participation. An Eligible Employee becomes a Participant upon the earlier to occur of: # a credit of Company Contributions under Article V, or # receipt of notification of eligibility to participate.

4.1Eligibility. Employees of the Company and its participating Affiliates are eligible to participate in the Plan.

The Administrator will select Participants from among those key Employees and directors, and consultants and advisors to the Company and its subsidiaries who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its subsidiaries. Eligibility for Options is limited to individuals described in the first sentence of this Section 5 who are providing direct services on the date of grant of the Option to the Company or to a subsidiary of the Company that would be described in the first sentence of Treas. Regs. §1.409A-1(b)(5)(iii)(E).

The Administrator will select Participants from among Employees and directors of, consultants and advisors to, the Company and its Affiliates; provided, that, subject to the express exceptions, if any, as the Administrator may establish, eligibility for participation in the Plan shall be further limited to those persons as to whom the use of a Form S-8 Registration Statement (or a similar successor form) is permissible. Eligibility for ISOs is limited to individuals described in the first sentence of this Section 5 who are employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code. Eligibility for Stock Options, other than ISOs, and SARs is limited to individuals described in the first sentence of this Section 5 who are providing direct services on the date of grant of the Award to the Company or to a subsidiary of the Company that would be described in the first sentence of Treas. Regs. §1.409A-1(b)(5)(iii)(E).