Eligibility and Participation. Participants in the Plan shall be selected by the Committee from among those Eligible Employees who, in the opinion of the Committee, are Eligible Employees in a position to contribute to the Company’s continued growth and development and to its long-term financial success.

Section # Eligibility. The Committee shall annually select the individual Employees, if any, eligible for participation in the Plan, who shall be key employees of the Company and its Subsidiaries and Affiliates.

Eligibility. All Employees at the senior management level, as determined by the Committee, are eligible to participate in the Plan if selected for participation by the Committee.

Participation. The Committee shall, in its sole discretion, select those Eligible Employees who will be permitted to participate in the Plan (each, a “Participant”). Each such Participant shall be notified in writing and his or her name shall be set forth on [Exhibit A] attached hereto, which [Exhibit A] shall be updated by the Committee from time to time.

SECTION # ELIGIBILITY: The Committee from time to time may designate which Employees and non-employee members of the Board shall become Participants under the Plan.

Eligibility. Any individuals who, in the discretion of the Committee, are in positions to affect the profitability and growth of the Company shall be eligible to be selected as Participants.