definiens: within the meaning of theapplicable NASDAQ Global Market rules and is an in accordance with the requirements of Rule14d-10(d)(2 ) under the Exchange Act ) ( i ) at a meeting duly called and held at which all members of the compensationcommittee were present, duly and unanimously adopted resolutions approving as an within the meaning of Rule 14d-10(d)(1 ) under the Exchange Act(an ) ( A ) each Company Stock Plan and ( B ) the treatment of the CompanyOptions and Restricted Stock Units in accordance with the terms set forth herein, the applicable Company Stock Planand any applicable Plans, which resolutions have not been rescinded, modified or withdrawn in any way, and ( ii ) hastaken all other actions necessary to satisfy the requirements of the non - exclusive safe harbor under Rule 14d-10(d)under the Exchange Act with respect to the foregoing arrangements