Participant Limitation. The aggregate number of Shares underlying Awards granted under this Plan to any participant in any fiscal year (including but not limited to Awards of Stock Options and SARs), regardless of whether such Awards are thereafter canceled, forfeited or terminated, shall not exceed 100,000 Shares. The foregoing annual limitation is intended to include the grant of all Awards, including but not limited to, Performance Shares and other Awards intended to be “performance-based compensation” as described in [Article 9] of this Plan.

Participant Limitation. Notwithstanding anything in this Plan to the contrary, no Participant may acquire under this Plan during the life of this Plan Common Stock exceeding one percent (1%) of the Company’s outstanding shares of Common Stock at the time of any such acquisition.

Limitation 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 sale of the participation to such Participant is made with ​’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 ​ is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with [Section 3.01(e)] as though it were a Lender.

Participant. An employee of the Company (including any employee who is a member of the Board) or an Affiliate, a director of the Company or an Affiliate, or any non-employee consultant or advisor (provided, such consultant or advisor is a natural person who provides bona fide services to the Company other than in connection with the offer or sale of securities in a capital-raising transaction or promotion or maintenance of a market for the Company’s securities) to the Company (including non-employee members of the Board) or an Affiliate, whose participation in the Plan is determined by the Committee to be in the best interest of the Company.

Participant. “Participant” means an Eligible Director who has elected to participate in this Plan pursuant to [Sections 3 and 4]4].

Participant. Any Employee of the Employer at Hay pay grade level 22 or higher, any Employee of the Employer in an equivalent position who is designated as a Participant by the Chief Executive Officer of the Company, and until the later of ​ or the third anniversary of the

Participant. Any Eligible Employee who has been designated by the Committee to participate in the Plan or any other individual who has an accrued benefit under the Plan which has not been fully distributed. The term “Participant” shall include a Limited 415 Participant except where expressly provided otherwise in the Plan.

Participant. The term “Participant” means an individual who has been granted an Award under this Plan.

Limitation. Neither the Plan nor any Option shall confer upon a Grantee any right with respect to continuing the Grantee’s relationship as a Service Provider with the ​, nor shall they interfere in any way with the Grantee’s right or the ​’s right to terminate such relationship at any time, with or without cause.

Limitation. An event of Force Majeure affecting the performance hereunder by either Party shall not relieve a Party of liability in the event of its failure to take all reasonable steps to remedy the situation and to remove the cause or contingencies affecting such performance in an adequate manner and with reasonable dispatch.