Grants may only be made to employees, consultants and other service providers to the Company.

Participant Limitations. Subject to adjustment as provided in [Section 18], no Participant may be granted Awards that could result in such Participant:

Subject to this [Section 6], Awards may be made under the Plan to any Employee, as the Committee shall determine and designate from time to time.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under [Section 3.01 or 3.04]4] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with ESI’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of [Section 3.01] unless ESI is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the applicable, to comply with [Section 11.14(a)] as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under [Section 8.03] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of [Section 2.12] unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with [Section 2.12] as though it were a Lender. If a Participant claims exemption for portfolio interest under Section 871(h) or 881(c) of the Code, the applicable Lender shall provide the Borrower with satisfactory evidence that the participation is in registered form and shall permit the Borrower to review such register as reasonably needed for the Borrower to comply with its obligations under applicable laws and regulations.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under [Sections 2.10 and 2.12]2] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the ​’s prior written consent. A Participant that is organized under the laws of a jurisdiction outside of the United States shall not be entitled to the benefits of [Section 2.12] unless the ​ is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the ​, to comply with [Section 2.12(f)] as though it were a Lender.

Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under [[Section 3.01 or 3.04]4]]4] than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the entitlement to a greater payment results from a Change in Law that occurs after the Participant acquires its participation. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under [[Section 5f.103-1(c)])]])] of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register.

Eligibility. Each Participant whose employment is involuntarily terminated shall receive Severance Pay; provided, however, that Severance Pay shall not be paid to any Participant who:

Eligibility. The Board may grant Awards to any Eligible Director, whether or not he or she has previously received an Award.

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.