ELIGIBILITY. The individuals that shall be eligible to participate in the Plan shall be such key Employees (including officers) of the Company and/or one of its Subsidiaires in which the Company has proprietary interest by reason of stock ownership or otherwise, including any company in which the Company acquires a proprietary interest after the adoption of this Plan (but only if the Company owns, directly or indirectly, not less than 50% of the total combined voting power in the company), as the Committee shall determine from time to time.

Eligibility. All of the Company’s employees, officers and directors, as well as consultants and advisors to the Company (as such terms are defined and interpreted for purposes of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), or any successor form) are eligible to be granted Awards under the Plan. Notwithstanding the foregoing, the Board may authorize the grant of an Award to a person not then an employee, officer, director, advisor or consultant of the Company; provided, however, that the actual grant of such Award shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing such Award. Each person who is granted an Award under the Plan is deemed a “Participant.” “Award” means Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as defined in Section 7), Restricted Stock Units (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8).

Eligibility. Except as provided below, Awards shall be granted to the Eligible Individuals selected by the Committee. In determining the Eligible Individuals to whom Awards shall be granted, the Committee shall take into account such factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan. Each Eligible Individual selected to participate in the Plan shall receive an Award Agreement which must be executed by the Company and the Eligible Individual to confirm such Eligible Individual’s participation in the Plan.

Eligibility. Only Service Providers shall be eligible to receive Awards under this Plan and shall be selected from time to time to receive Awards by the Administering Body, in its sole and absolute discretion.

Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and such other cash or stock awards as the Administrator determines may be granted to Service Providers. Incentive Stock Options may be granted only to Employees of the Company or any Parent or Subsidiary of the Company.

Eligibility. A key executive employee selected by the Committee shall be an eligible employee and the Committee may select from time to time certain key executive employees who shall be eligible to participate under the Plan.

Eligibility. All Eligible Individuals are eligible to participate in the Plan; provided, however, only Employees are eligible to receive ISOs. The Committee shall determine and designate from time to time those Eligible Individuals who are to be granted Awards, the type of each Award granted and the number of shares of Stock subject to each such Award.

Eligibility. Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants. Incentive Stock Options may be granted only to Employees of the Company or a Parent or a Subsidiary of the Company. An Employee, Director or Consultant who has been granted an Award may, if otherwise eligible, be granted additional Awards. Awards may be granted to such Employees, Directors or Consultants who are residing in non-U.S. jurisdictions as the Administrator may determine from time to time.

Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares and Performance Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

Eligibility. Before the beginning of each Plan Year, the Compensation Committee shall select those Employees who shall be Participants in the Plan for such Plan Year. An Employee selected by the Compensation Committee to participate in the Plan for a Plan Year shall be considered a Participant in the Plan commencing as of January 1 of the applicable Plan Year (or such other date as may be determined by the Compensation Committee) and shall continue as a Participant until the Compensation Committee determines otherwise prospectively for a subsequent Plan Year. All active Employees who had a SERP Accrued Benefit as of December 31, 2019 became Participants under the Plan as of January 1, 2020. Any former employees who had an accrued benefit in the SERP as of December 31, 2019 are not eligible to participate in this Plan.