Example ContractsClauseseligible inducement award recipientsVariants
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Eligible Award Recipients. Any employee, director or Consultant of the Company or an Affiliate who, in the judgment of the Committee, has contributed or can be expected to contribute to the profits or growth of the Company or the Affiliate is eligible to become a Participant. The Committee shall have the power and complete discretion, as provided in [Section 16], to select eligible Participants and to determine for each Participant the terms, conditions and nature of an Award and the number of shares to be allocated as part of the Award; provided, however, that any Award made to a member of the Committee must be approved by the Board.

EligibleEligibility to Receive Awards. An Award Recipients. Anymay be granted to any employee, directordirector, or Consultantofficer of, or key adviser or consultant to, the Company, Parent Company or any Subsidiary, who is responsible for or contributes to the management, growth or success of the Company, Parent Company or an Affiliate who, inany Subsidiary, provided that bona fide services shall be rendered by consultants or advisers to the judgment ofCompany, Parent Company or its Subsidiaries and, unless otherwise approved by the Committee, has contributedsuch services must not be in connection with the offer and sale of securities in a capital-raising transaction and must not directly or can be expected to contributeindirectly promote or maintain a market for the Company’s securities. Subject to the profits or growth ofpreceding sentence and [Section 6.7], the Company or the Affiliate is eligible to become a Participant. The Committee shall have the power and complete discretion, as provided in [Section 16],sole authority to select eligible Participantsthe persons to whom an Award is to be granted hereunder and to determine for each Participant the terms, conditions and naturewhat type of an Award and the number of sharesis to be allocated as part ofgranted to each such person. No person shall have any right to participate in the Award; provided, however, that any Award made to a member ofPlan. Any person selected by the Committee mustfor participation during any one period will not by virtue of such participation have the right to be approved by the Board.selected as a Participant for any other period.

Designation of Participants. All Eligible Award Recipients. Any employee, director or Consultant of the Company or an Affiliate who, in the judgment of the Committee, has contributed or can be expected to contribute to the profits or growth of the Company or the Affiliate isEmployees are eligible to be designated by the Committee to receive Awards and become a Participant.Participants under the Plan. The Committee shall havehas the power and completeauthority, in its discretion, as provided in [Section 16], to select eligible Participants and to determine for each Participantand designate from time to time those Eligible Employees who are to be granted Awards, the terms, conditions and naturetypes of an AwardAwards to be granted and the number of sharesShares or rights subject to Awards granted under the Plan. In selecting Eligible Employees to be allocated as partParticipants and in determining the type and amount of Awards to be granted under the Award; provided, however, that any Award made to a member ofPlan, the Committee must be approved by the Board.shall consider any and all factors that it deems relevant or appropriate.

Eligible Award Recipients. Any employee, directorThe persons who shall be eligible to receive Awards under the Plan shall be such Employees and non-Employee Directors as the Committee shall select from time to time. In making such selections as to Employees, the Committee shall consider the nature of the services rendered by such employees, their present and potential contribution to the Company’s success and the success of the particular Subsidiary or Consultantdivision of the Company or an Affiliate who,by which they are employed, and such other factors as the Committee in its discretion shall deem relevant. In making such selections as to non-Employee Directors, the Committee shall consider such factors as the Committee in its discretion shall deem relevant. Participants may hold more than one Award, but only on the terms and subject to the restrictions set forth in the judgmentPlan and their respective Award Agreements. The Committee may delegate its power to one or more of the Committee, has contributedCompany’s Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer or can be expectedGeneral Counsel to contribute todetermine the profits or growthparticipation eligibility of new Participants who are not officers under Section 16 of the Company orSecurities and Exchange Act of 1934 and whose fiscal year total direct compensation (consisting of base salary, annual incentive and long-term incentive) is less than (“Designated Participants”) and the Affiliate is eligible to become a Participant. The Committee shall have the power and complete discretion, as provided in [Section 16], to select eligible Participants and to determineperformance criteria for each Participantsuch Designated Participant, in which case such Company executives shall exercise the terms, conditions and nature of an Award and the number of shares to be allocated as part of the Award; provided, however, that any Award made to a member of the Committee must be approved by the Board.delegated power in accordance with this [Article 5].

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