Eligible Employee. Eligible Employee means an Employee who is a member of a select group of management or highly compensated employees who has been notified during an applicable enrollment of his or her status as an Eligible Employee. The Committee has the discretion to determine which Employees are Eligible Employees for each enrollment.

Eligible Employee. An employee of the Company is eligible to participate in the Plan if # as of immediately prior to a Covered Termination, such employee is a full-time employee of the Company other than any officer of the Company who is subject to the reporting rules under Section 16 of the Exchange Act; # the Plan Administrator has designated such employee as eligible to participate in the Plan; # such employee’s employment with the Company terminates due to a Covered Termination; # such employee meets the other Plan eligibility requirements set forth in this Section 2; # unless otherwise determined by the Plan Administrator in its discretion, such employee is not entitled to severance payments or benefits under any severance benefit plan, policy or practice previously maintained by the Company, including any severance benefits set forth in any individually negotiated employment contract or agreement between the Company and an employee; and # such employee is not covered by a collective bargaining agreement, unless the collective bargaining agreement expressly requires that such employee is eligible to participate in the Plan. Notwithstanding anything in the Plan to the contrary, # individuals who provide services to the Company whom the Company does not classify under its customary worker classification procedures as employees, including, but not limited to, independent contractors, contractor’s employees and leased employees (irrespective of whether such individuals are common law employees) shall not be eligible to participate in the Plan, and # individuals who are absent from work on unpaid leaves of absence shall not be eligible to participate in the Plan except to the extent eligibility is required by applicable law. The determination of whether an employee is an Eligible Employee shall be made by the Plan Administrator, in its sole discretion, and such determination shall be binding and conclusive on all persons. After the Effective Date, the Plan Administrator may, in its sole and absolute discretion, designate additional employees of the Company as Eligible Employees, and may exclude an employee from participating in the Plan or exclude an Eligible Employee who is a Participant from continuing to participate in the Plan. If a Participant is promoted to an employee group or salary band title with a higher tier of benefits pursuant to [Section 3] of the Plan, in each case as determined by the Plan Administrator in its sole discretion, then, except as otherwise determined by the Plan Administrator in its sole discretion, the benefits to be received by such Participant will automatically adjust.

, with respect to a Plan Year, means an employee of an Employer if # the employee has completed sixty (60) days of employment with an Employer prior to the first day of such Plan Year and # either # the Company determines, in its sole discretion, that the employee has received or is expected to receive Compensation in the calendar year ending prior to the first day of such Plan Year in an amount equal to or greater than the dollar amount in effect for such Plan Year under Section 401(a)(17) of the Code or # the Company, determines, in its sole discretion, and specifies in a written notice to the employee that such employee is otherwise eligible to participate in the Plan for such Plan Year. In addition to the foregoing, an employee who is hired by an Employer after the first day of a Plan Year shall be an “Eligible Employee” with respect to such Plan Year if # the employee has completed sixty (60) days of employment with such Employer after such date of hire and # either # the Company determines, in its sole discretion, that the employee is expected to receive annualized Compensation in such Plan Year in an amount equal to or greater than the annual dollar amount in effect for such Plan Year under Section 401(a)(17) of the Code or # the Company, determines, in its sole discretion, and specifies in a written notice to the employee that such employee is otherwise eligible to participate in the Plan for such Plan Year. If an Eligible Employee’s actual Compensation is less than the applicable dollar amount prescribed by Section 401(a)(17) of the Code for two consecutive Plan Years, such Eligible Employee will be suspended from making any additional Elective Deferrals under the Plan for each subsequent Plan Year, until the open enrollment period following the Plan Year in which such Eligible Employee’s Compensation is not less than the applicable dollar amount.

Eligible Employee. An employee of the Company is eligible to participate in the Plan and will be treated as an Eligible Employee if # such employee is not an executive officer of the Company (as that term is defined in Section 16 of the Securities Exchange Act of 1934, as amended from time to time and Rule 16a-1 thereunder); and # such employee remains in Continuous Service with the Company or any of its Affiliates through immediately prior to the Closing of the Change in Control (or such employee has an Involuntary Termination immediately prior to the Closing of the Change in Control). The determination of whether an employee is an Eligible Employee shall be made by the Plan Administrator, in its sole discretion, and such determination shall be binding and conclusive on all persons.

An Employee shall be considered an Eligible Employee if such Employee is a member of a “select group of management or highly compensated employees,” within the meaning of [Sections 201, 301 and 401]1] of ERISA, and is designated as an Eligible Employee by the Administrator. The Administrator may at any time, in its sole discretion, change the eligible criteria for an Eligible Employee or determine that one or more Participants will cease to be an Eligible Employee. The designation of an Employee as an Eligible Employee in any Plan Year shall not confer upon such Employee any right to be designated as an Eligible Employee in any future Plan Year.

Eligible Employee. Eligible Employee means a member of a “select group of management or highly compensated employees” of a Participating Employer within the meaning of [Sections 201(2), 301(a)(3) and 401(a)(1)])])] of ERISA, as determined by the Committee from time to time in its sole discretion.

means any employee or consultant of the Company or any of its Affiliates. Directors who are not employed by the Company or its Affiliates will also be considered Eligible Employees and Employees for purposes of the Plan.

Definition of "Eligible Employee." For purposes of this Plan, an Eligible Employee is a Participant who is terminated in a Qualifying Termination. The determination of whether an employee is an Eligible Employee will be made by the Company, in its sole discretion, and such determination will be binding and conclusive on all persons.

Definition of Eligible Employee. For purposes of this Sub-Plan, “Eligible Employee” shall mean an Employee of a Designated Subsidiary # in continuous employment with the Designated Subsidiary for not less than three (3) months immediately preceding their participation in the Plan; # who does not, immediately after a right under the Plan is granted, own stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company, a Parent or a Subsidiary (as determined under Section 423(b)(3) of the Code); and # who is employed and resides in a country other than the United States of America. For purposes of [clause (b)], the rules of Section 424(d) of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership of an individual, and stock which an employee may purchase under outstanding rights shall be treated as stock owned by the employee. For purposes of this definition of “Eligible Employee,” the employment relationship shall, in respect of an Employee of a Designated Subsidiary incorporated in Ireland, be treated as continuing intact and will not be deemed as an interruption to continuous service, where the absence from service is protected by statute. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or Designated Subsidiary and meeting the requirements of Treasury Regulation Section 1.421-7(h)(2). Where a period of leave, which is not protected by statute or approved by the Company or Designated Subsidiary, exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day following such three (3)-month period.

Amounts previously credited to the Account of a Participant who is no longer an Eligible Employee shall continue to be held pursuant to the terms of the Plan and shall be distributed as provided in Article 6; provided that no additional contributions shall be credited to such Account while the Participant is not an Eligible Employee.