Subject to the provisions of [Section 7.1.d]) hereinabove, the Parties’ initial share participation in the Joint Venture shall be as follows (the “Initial Participation”):

Participation. Any Employee who satisfies the requirements of [Section 3.01] shall become a Participant as of the first Plan Year in which such requirements are met. The Employee shall continue to be a Participant until the payment or forfeiture of the balance of the Employee’s Account. Notwithstanding the foregoing, an Employee must be a member of the Employer's select group of management or highly compensated employees as of the end of the applicable Plan year in order to be credited with any additional amounts based upon Excess Earnings for such Plan Year.

Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom one or more Awards shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual shall have any right to be granted an Award pursuant to the Plan.

Participation. Borrowers recognize and acknowledge that the Bank may sell participating interests in the Loans (or either of them) to one or more financial institutions (the "Participants"). Upon receipt of notice of the identity and address of each such Participant, Borrowers shall thereafter supply such Participant with the same information and reports communicated to the Bank, whether written or oral. Borrowers hereby acknowledge that each Participant shall be deemed a holder of the Revolver Note to the extent of its participation, and Borrowers hereby waive their rights, if any, to offset amounts owing to the Bank from Borrowers against any Participant's portion of such Revolver Note.

Participation. Officers of the Company who are subject to Section 16 of the Exchange Act (“Executive Officers”), management-level employees with “vice president” titles (together with the Executive Officers, “Executive Participants”), and certain other employees identified by the Committee upon the recommendation of the CEO (“Other Participants”), shall participate in the LTIP. Each participating employee is referred to herein as a “Participant”.

Participation. No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

Participation. An Eligible Employee shall become a Participant on the later of the Effective Date or the first day actively employed by an Employer.

Participation. An employee eligible on the Offering Commencement Date of any Offering may participate in such Offering by completing and submitting the enrollment and payroll deduction authorization or other forms prescribed by the Committee in accordance with enrollment procedures prescribed by the Committee (which may include accessing the website designated by the Company and electronically enrolling and authorizing payroll deductions or completing other forms) prior to the applicable Offering Commencement Date. The forms will authorize a regular payroll deduction from the Compensation received by the employee during the Plan Purchase Period. Unless an employee changes his or her enrollment authorizations or withdraws from the Plan in accordance with the prescribed procedures, his or her deductions and purchases will continue at the same rate for future Offerings under the Plan as long as the Plan remains in effect. The term “Compensation” means the amount of money reportable on the employee’s Federal Income Tax Withholding Statement (or analogous non-U.S. statement), excluding overtime, shift premium, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances for travel expenses, income or gains associated with the grant or vesting of restricted stock, income or gains on the exercise of Company stock options or stock appreciation rights, and similar items, whether or not shown or separately identified on the employee’s Federal Income Tax Withholding Statement (or analogous non-U.S. statement), but including, in the case of salespersons, sales commissions to the extent determined by the Board or the Committee.

Participation. Recognizing the need to make special retirement and other compensation or employee benefit provisions for certain Employees, the Company may, from time to time and in its best judgment, designate such other individual Employees or groups of select management or highly compensated Employees as being eligible to receive benefits under this Plan. Any such Employees or groups of Employees, and the benefits applicable to them, will be described in the Appendices attached to this Plan.

Participation. As a condition to becoming a Participant and being entitled to the benefits and protections provided under the Plan, each Eligible Employee must execute and deliver to the Company, within 30 days after the later of the Effective Date and the date such individual is designated by the Committee as an Eligible Employee, a written agreement in the form attached hereto as [Exhibit I] (or in such other form as may be satisfactory to the Company) to be bound by the restrictive covenants set forth in [Article VII]. [Schedules A], B and C hereto list the Eligible Employees who have satisfied the conditions for Plan participation and the date as of which each such Eligible Employee became a Participant. The Committee shall cause [Schedules A], B and C to be updated from time to time to reflect the Participants who are currently participating in the Plan. An employee who becomes an Eligible Employee on or after ​ shall become a [Schedule C] Participant. However, if an Eligible Employee is newly hired or promoted into a position reflected on [Schedule B] as of ​, the Eligible Employee shall become a [Schedule A] Participant.