Grant of Awards to Certain Employees or Consultants. The Company, the Partnership or any Subsidiary may provide through the establishment of a formal written policy (which shall be deemed a part of this Plan) or otherwise for the method by which Shares or other securities of the Company or the Partnership may be issued and by which such Shares or other securities and/or payment therefor may be exchanged or contributed among such entities, or may be returned upon any forfeiture of Shares or other securities by the Participant.

Company Employees and Consultants. The Executive understands and acknowledges that the Company has expended, and continues to expend, significant time and expense in recruiting and training its employees and consultants and that the loss of employees would cause significant and irreparable harm to the Company. Accordingly, the Executive agrees that, during the Restricted Period, the Executive will not directly or indirectly in any manner anywhere in the Subject Area (whether as an owner, officer, director, partner, employee, contractor, consultant or otherwise) # solicit or induce or attempt to solicit or induce any employee of, or consultant to, the Company or any Affiliate to leave the employment of the Company or any such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate, and any of their employees or consultants, or # hire any person who was an employee of, or consultant to, the Company or any Affiliate (provided, however that the Executive may hire former employees and consultants to the Company and Affiliates after such former employees or consultants have ceased to be employed or otherwise engaged by the Company or any Affiliate for a period of at least six months or such longer period as may be contractually agreed between such former employee or consultant and the Company or any of its Affiliates). It shall not be deemed a violation of this Section 7.1 if Executive merely updates his social media profiles or connects with an employee or consultant covered by this Section 7.1 on Facebook, LinkedIn or other social media platform without engaging in any other substantive communications prohibited by this section, nor shall general advertisements for open positions be deemed a violation of this section provided such advertisements are not targeted at specific individuals covered by this section.

Grant of Options to Employees and Consultants. Coincident with or following designation for participation in the Plan, a Participant (other than a Non-Employee Director) may be granted one or more Options.

General Rule. Only Employees, Consultants and Outside Directors shall be eligible for the grant of Awards. Only common-law employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs.

Certain Employees. Officers and employees of the Company and its Subsidiaries who hold executive, administrative, managerial, supervisory, technical or other key positions shall be eligible for participation under the Plan, and participants shall for the most part be selected from among members of this group. None of the members of the Committee and no director of the Company or of a Subsidiary who is not also an officer or employee of the Company or of a Subsidiary shall be eligible for participation under the Plan.

Consultant’s Employees, Consultants and Agents. Consultant shall not subcontract services to contractors or employees other than the ​ without Client’s prior written consent, including as to the terms and conditions of any such engagement. Consultant shall have the right to disclose Confidential Information only to those of its employees, consultants, and agents who have a need to know such information for the purpose of performing Services and who have entered into a binding written agreement expressly for the benefit of Client (substantially in the form attached hereto as [Exhibit B]). Client reserves the right to refuse or limit Consultant’s use of any employee, consultant or agent or to require Consultant to remove any employee, consultant or agent already engaged in the performance of the Services. Client’s exercise of such right will in no way limit Consultant’s obligations under this Agreement.

All Employees of the Company and of any Eligible Affiliates are potentially eligible for Awards under this Plan. Eligible individuals become “optionees” or “recipients” when the Administrator grants them, respectively, an Option or one of the other Awards under this Plan. The Administrator may also grant Awards to directors, consultants, and certain other service providers of the Company or any Eligible Affiliate. (Optionees and recipients are referred to collectively as “participants.”) The term participant also includes, where appropriate, a person authorized to exercise an Award or purchase or receive an Award in place of the original recipient.

Non-Solicitation of Employees and Consultants. During the Period of Employment and for a period of twenty four (24) months after the Severance Date, the Executive will not directly or indirectly through any other Person solicit, induce or encourage, or attempt to solicit, induce or encourage, any employee or independent contractor of the Company or any Affiliate of the Company to leave the employ or service, as applicable, of the Company or such Affiliate, or become employed or engaged by any third party, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any employee or independent contractor thereof, on the other hand.

to select the Employees and Consultants to whom Awards may from time to time be granted;

The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by # encouraging Employees, Outside Directors and Consultants to focus on critical long-range objectives, # encouraging the attraction and retention of Employees, Outside Directors and Consultants with exceptional qualifications and # linking Employees, Outside Directors and Consultants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of restricted shares, stock units, options (which may constitute incentive stock options or nonstatutory stock options) or stock appreciation rights.