Exhibit 10.19


 


NONQUALIFIED STOCK OPTION AGREEMENT


 


LifeWatch Corp. 2006
Stock Incentive Plan


 


AGREEMENT (“Agreement”),
dated as of December 13, 2006 by and between LifeWatch Corp., a Delaware
corporation (the “Company”), and Victor Josebachvili (the “Participant”).


 


Preliminary Statement


 


The Board of
Directors of the Company (the “Board”) or a committee appointed by the
Board (the “Committee”) to administer the LifeWatch Corp. 2006 Stock
Incentive Plan (the “Plan”), has authorized this grant of a non-qualified
stock option (the “Option”) on November 30, 2006 (the “Grant Date”)
to purchase the number of shares of the Company’s common stock, par value $.01
per share (the “Common Stock”) set forth below to the Participant, as a
Non-Employee Director of the Company or an Affiliate (collectively, the Company
and all Subsidiaries and Parents of the Company shall be referred to as the “Employer”).


 


Unless otherwise
indicated, any capitalized term used but not defined herein shall have the
meaning ascribed to such term in the Plan. For the convenience of the
Participant, capitalized terms used but not defined herein and defined in the
Plan have been set forth hereto in Exhibit A. A copy of the Plan has
been delivered to the Participant. By signing and returning this Agreement, the
Participant (i) acknowledges having received and read a copy of the Plan and
this Agreement, (ii) agrees to comply with the Plan, this Agreement and all
applicable laws and regulations, (iii) acknowledges that the Company has not
provided any tax advice to the Participant regarding the grant or future
exercise of the Option or the subsequent sale or transfer of shares of Common
Stock issuable hereunder, and (iv) understands that the Participant should
consult with the Participant’s personal financial, accounting and tax advisors
regarding the same to the extent the Participant deems necessary.


 


Accordingly, the
parties hereto agree as follows:


 


1.         Tax Matters. No part of the Option
granted hereby is intended to qualify as an “incentive stock option” under
Section 422 of the Code.


 


2.         Grant of Option. Subject in all
respects to the Plan and the terms and conditions set forth herein and therein,
the Participant is hereby granted an Option to purchase from the Company 50,000
shares of Common Stock, at a price per share of $7.22, which is the Fair Market
Value of a share of Common Stock on the Grant Date (the “Option Price”).
The vesting of the Option granted under this Agreement shall be conditional
upon the Registration Date occurring prior to the second anniversary of the
Grant Date. Notwithstanding anything herein or in the Plan to the contrary, if
the Registration Date does not occur prior to the second anniversary of the
Grant Date, the Option shall terminate automatically and without any further
action, and shall be null, void, cancelled and of no further force or effect.


 

















 


3.         Vesting and Exercise.


 


(a) General.
Subject to the provisions of Sections 3(b), 3(c) and 4 hereof, the Option shall
vest and become exercisable as follows, provided that the Participant
has not incurred a Termination prior to each such vesting date, and provided
further that, for the avoidance of doubt, the Option shall only become
vested and exercisable (if at all) after the occurrence of the Registration
Date:


 


	
  Vesting Date

  	
   

  	
  Number of Shares

  
	
   

  	
   

  	
   

  
	
  First anniversary of the Grant Date or, if later,
  the Registration Date

  	
   

  	
  40%

  
	
   

  	
   

  	
   

  
	
  Second anniversary of the Grant Date

  	
   

  	
  30%

  
	
   

  	
   

  	
   

  
	
  Third anniversary of the Grant Date

  	
   

  	
  20%

  
	
   

  	
   

  	
   

  
	
  Fourth anniversary of the Grant Date

  	
   

  	
  10%

  



 


There shall be no
proportionate or partial vesting in the periods prior to each vesting date and
all vesting shall occur only on the appropriate vesting date. To the extent
that the Option has become vested and exercisable with respect to a number of
shares of Common Stock as provided herein, the Option may thereafter be
exercised by the Participant, in whole or in part, at any time or from time to
time prior to the expiration of the Option as provided herein and in accordance
with Sections 6.4(c) and 6.4(d) of the Plan, including, without limitation, by
the filing of any written form of exercise notice as may be required by the
Committee and payment in full of the Option Price multiplied by the number of
shares of Common Stock underlying the portion of the Option exercised. Upon
expiration of the Option, the Option shall be canceled and no longer
exercisable.


 


(b) Committee
Discretion to Accelerate Vesting. Notwithstanding the foregoing, the
Committee may, in its sole discretion, provide for accelerated vesting of the
Option at any time.


 


(c) Effect of
Detrimental Activity. The provisions of Section 6.4(c) of the Plan
regarding Detrimental Activity shall apply to the Option.


 


4.         Option Term. The term of the Option
shall be ten (10) years from the Grant Date, subject to earlier termination in
the event of the Participant’s Termination as specified in Section 5 hereof; provided,
however, that the Option shall terminate and be of no further force or
effect on the second anniversary of the Grant Date if the Registration Date
does not occur prior to the second anniversary of the Grant Date.


 


5.         Termination.


 


Subject to the
terms of the Plan and this Agreement, the Option, to the extent vested at the
time of the Participant’s Termination, shall remain exercisable as follows:


 


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(a) Termination
due to Retirement. In the event of the Participant’s Termination by reason
of Retirement, the vested portion of the Option shall remain exercisable until
the earlier of (i) ninety (90) days from the date of such Termination, or (ii)
the expiration of the stated term of the Option pursuant to Section 4 hereof; provided,
however, that if the Participant dies within such ninety (90) day
exercise period, any unexercised Option held by the Participant shall
thereafter be exercisable by the legal representative of the Participant’s
estate, to the extent to which it was exercisable at the time of death, for a
period of ninety (90) days from the date of death, but in no event beyond the
expiration of the stated term of the Option pursuant to Section 4 hereof.


 


(b) Termination
due to Death or Disability. In the event of the Participant’s Termination
by reason of death or Disability, the vested portion of the Option shall remain
exercisable until the earlier of (i) one (1) year from the date of such
Termination, or (ii) the expiration of the stated term of the Option pursuant
to Section 4 hereof.


 


(c) Termination
Without Cause or for Good Reason. In the event of the Participant’s
involuntary Termination without Cause or for Good Reason, the vested portion of
the Option shall remain exercisable until the earlier of (i) ninety (90) days
from the date of such Termination, or (ii) the expiration of the stated term of
the Option pursuant to Section 4 hereof.


 


(d) Voluntary
Termination. In the event of the Participant’s voluntary Termination (other
than a voluntary termination described in Section 5(e) hereof), the vested
portion of the Option shall remain exercisable until the earlier of (i) thirty
(30) days from the date of such Termination, or (ii) the expiration of the
stated term of the Option pursuant to Section 4 hereof.


 


(e) Termination
for Cause. In the event of the Participant’s Termination for Cause or in
the event of the Participant’s voluntary Termination within ninety (90) days
after an event that would be grounds for a Termination for Cause, the
Participant’s entire Option (whether or not vested) shall terminate and expire
upon such Termination.


 


(f) Treatment
of Unvested Options upon Termination. Any portion of the Option that is not
vested as of the date of the Participant’s Termination for any reason shall
terminate and expire as of the date of such Termination.


 


6.         Restriction on Transfer of Option. No
part of the Option shall be Transferred other than by will or by the laws of
descent and distribution and during the lifetime of the Participant, may be
exercised only by the Participant or the Participant’s guardian or legal
representative. In addition, the Option shall not be assigned, negotiated,
pledged or hypothecated in any way (except as provided by law or herein), and
the Option shall not be subject to execution, attachment or similar process.
Upon any attempt to Transfer the Option or in the event of any levy upon the
Option by reason of any execution, attachment or similar process contrary to
the provisions hereof, such transfer shall be void and of no effect and the
Company shall have the right to disregard the same on its books and records and
to issue “stop transfer” instructions to its transfer agent.


 


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7.         Rights as a Stockholder. The
Participant shall have no rights as a stockholder with respect to any shares
covered by the Option unless and until the Participant has become the holder of
record of the shares, and no adjustments shall be made for dividends in cash or
other property, distributions or other rights in respect of any such shares,
except as otherwise specifically provided for in the Plan.


 


8.         Provisions
of Plan Control. This Agreement is subject to all of the terms,
conditions and provisions of the Plan, including, without limitation, the
amendment provisions thereof, and to such rules, regulations and
interpretations relating to the Plan as may be adopted by the Committee and as
may be in effect from time to time. The Plan is incorporated herein by
reference. If and to the extent that this Agreement conflicts or is
inconsistent with the terms, conditions and provisions of the Plan, the Plan
shall control, and this Agreement shall be deemed to be modified accordingly.
This Agreement contains the entire understanding of the parties with respect to
the subject matter hereof (other than any exercise notice or other documents
expressly contemplated herein or in the Plan) and supersedes any prior
agreements between the Company and the Participant with respect to the subject
matter hereof.


 


9.         Notices.
Any notice hereunder by the Participant shall be given to the Company in
writing and such notice shall be deemed duly given only upon receipt thereof by
the General Counsel of the Company. Any notice hereunder by the Company shall
be given to the Participant in writing and such notice shall be deemed duly
given only upon receipt thereof at such address as the Participant may have on file
with the Company.


 


10.       No
Obligation to Continue Service. This Agreement is not an
agreement of service. This Agreement does not guarantee the Participant’s
position as a Non-Employee Director of the Employer for any specific time
period, nor does it modify in any respect the Employer’s right to terminate or
modify the Participant’s service or compensation at any time.


 


11.       Section
409A Compliance. To the extent applicable, the Board or the
Committee may at any time and from time to time amend, in whole or in part, any
or all of the provisions of this Agreement (in a manner determined by the Board
or Committee in its sole discretion) solely to comply with Section 409A of the
Code and the regulations promulgated thereunder, subject to the terms and conditions
of the Plan.


 


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IN WITNESS
WHEREOF, the parties have executed this Agreement on the date and year first
above written.


 


	
   

  	
   

  	
  LIFEWATCH
  CORP.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Frederick J.
  Mindermann

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Frederick J. Mindermann

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Illegible

  
	
   

  	
   

  	
  Signature

  	
   

  	
   

  	
   

  
							



 


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EXHIBIT A


 


The following
terms used but not defined in the Agreement and defined in the Plan have been
provided below for the convenience of the Participant but are qualified in
their entirety by the full text of such terms in the Plan.


 


(a)       “Affiliate” means each of the following: (a) any
Subsidiary; (b) any Parent; (c) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) which is
directly or indirectly controlled 50% or more (whether by ownership of stock,
assets or an equivalent ownership interest or voting interest) by the Company
or one of its Affiliates; (d) any trade or business (including, without
limitation, a partnership or limited liability company) which directly or
indirectly controls 50% or more (whether by ownership of stock, assets or an
equivalent ownership interest or voting interest) of the Company; and (e) any
other entity in which the Company or any of its Affiliates has a material
equity interest and which is designated as an “Affiliate” by resolution of the
Committee; provided that, unless otherwise determined by the Committee, the
Common Stock subject to any Award constitutes “service recipient stock” for
purposes of Section 409A of the Code or otherwise does not subject the Award to
Section 409A of the Code.


 


(b)       “Cause” means with respect to a Participant’s
Termination of Employment or Termination of Consultancy, the following: (a) in
the case where there is no employment agreement, consulting agreement, change
in control agreement or similar agreement in effect between the Company or an
Affiliate and the Participant at the time of the grant of the Award (or where
there is such an agreement but it does not define “cause” (or words of like
import)), termination due to a Participant’s insubordination, dishonesty,
fraud, incompetence, moral turpitude, willful misconduct, refusal to perform
his or her duties or responsibilities for any reason other than illness or
incapacity or materially unsatisfactory performance of his or her duties for
the Company or an Affiliate, as determined by the Committee in its sole
discretion; or (b) in the case where there is an employment agreement,
consulting agreement, change in control agreement or similar agreement in
effect between the Company or an Affiliate and the Participant at the time of
the grant of the Award that defines “cause” (or words of like import), “cause”
as defined under such agreement; provided, however, that with regard to any
agreement under which the definition of “cause” only applies on occurrence of a
change in control, such definition of “cause” shall not apply until a change in
control actually takes place and then only with regard to a termination
thereafter. With respect to a Participant’s Termination of Directorship, “cause”
means an act or failure to act that constitutes cause for removal of a director
under applicable Delaware law.


 


(c)       “Code” means the Internal Revenue Code of 1986, as
amended. Any reference to any section of the Code shall also be a reference to
any successor provision and any Treasury Regulation promulgated thereunder.


 


(d)       “Committee” means: (a) with respect to the application
of the Plan to Eligible Employees and Consultants, a committee or subcommittee
of the Board appointed from time to time by the Board, which committee or subcommittee
shall consist of two or more non-employee directors, each of whom is intended
to be, to the extent required by Rule 16b-3 promulgated


 


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under Section 16(b) of
the Exchange Act, a “non-employee director” as defined in Rule 16b-3; to the
extent required by Section 162(m) of the Code for Awards under the Plan to
qualify as “performance-based compensation,” an “outside director” as defined
under Section 162(m) of the Code; and to the extent required by the rules
adopted by The Nasdaq Global Market, an “independent director” as defined under
NASD Rule 4200(a)(15) or such other applicable stock exchange rule; and (b)
with respect to the application of this Plan to Non-Employee Directors, the
Board. To the extent that no Committee exists which has the authority to
administer this Plan, the functions of the Committee shall be exercised by the
Board. If for any reason the appointed Committee does not meet the requirements
of Rule 16b-3, Section 162(m) of the Code, or the rules adopted by The Nasdaq
Global Market or such other applicable stock exchange rule, such noncompliance
shall not affect the validity of Awards, grants, interpretations or other
actions of the Committee.


 


(e)       “Consultant” means any natural person who is an advisor
or consultant to the Company or its Affiliates.


 


(f)        “Detrimental Activity” means: (a) the disclosure to
anyone outside the Company or its Affiliates, or the use in any manner other
than in the furtherance of the Company’s or its Affiliate’s business, without
written authorization from the Company, of any confidential information or
proprietary information, relating to the business of the Company or its
Affiliates that is acquired by a Participant prior to the Participant’s Termination;
(b) activity while employed or performing services that results, or if known
could result, in the Participant’s Termination that is classified by the
Company as a termination for Cause; (c) any attempt, directly or indirectly, to
solicit, induce or hire (or the identification for solicitation, inducement or
hiring of) any non-clerical employee of the Company or its Affiliates to be
employed by, or to perform services for, the Participant or any Person with
which the Participant is associated (including, but not limited to, due to the
Participant’s employment by, consultancy for, equity interest in, or creditor
relationship with such Person) or any Person from which the Participant
receives direct or indirect compensation or fees as a result of such solicitation,
inducement or hire (or the identification for solicitation, inducement or hire)
without, in all cases, written authorization from the Company; (d) any attempt,
directly or indirectly, to solicit in a competitive manner any current or
prospective customer of the Company or its Affiliates without, in all cases,
written authorization from the Company; (e) the Participant’s Disparagement, or
inducement of others to do so, of the Company or its Affiliates or their past
and present officers, directors, employees or products; (f) without written
authorization from the Company, the rendering of services for any organization,
or engaging, directly or indirectly, in any business, which is competitive with
the Company or its Affiliates, or the rendering of services to such
organization or business if such organization or business is otherwise
prejudicial to or in conflict with the interests of the Company or its
Affiliates provided, however, that competitive activities shall only be those
competitive with any business unit or Affiliate of the Company with regard to
which the Participant performed services at any time within the two years prior
to the Participant’s Termination; or (g) breach of any agreement between the
Participant and the Company or an Affiliate (including, without limitation, any
employment agreement or noncompetition or nonsolicitation agreement). For
purposes of sub-sections (a), (c), (d) and (f) above, the General Counsel or
the Chief Executive Officer of the Company shall have authority to provide the
Participant with written authorization to engage in the activities


 


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contemplated thereby and
no other person shall have authority to provide the Participant with such
authorization.


 


(g)       “Disability” means with respect to a Participant’s
Termination, a permanent and total disability as defined in Section 22(e)(3) of
the Code. A Disability shall only be deemed to occur at the time of the
determination by the Committee of the Disability. Notwithstanding the
foregoing, for Awards that are subject to Section 409A of the Code, Disability
shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or
(ii) of the Code.


 


(h)       “Disparagement” means making comments or statements to
the press, the Company’s or its Affiliates’ employees, consultants or any
individual or entity with whom the Company or its Affiliates has a business
relationship which could reasonably be expected to adversely affect in any
manner: (a) the conduct of the business of the Company or its Affiliates
(including, without limitation, any products or business plans or prospects);
or (b) the business reputation of the Company or its Affiliates, or any of
their products, or their past or present officers, directors or employees.


 


(i)        “Disparagement” means making comments or statements to
the press, the Company’s or its Affiliates’ employees, consultants or any
individual or entity with whom the Company or its Affiliates has a business
relationship which could reasonably be expected to adversely affect in any
manner: (a) the conduct of the business of the Company or its Affiliates
(including, without limitation, any products or business plans or prospects);
or (b) the business reputation of the Company or its Affiliates, or any of
their products, or their past or present officers, directors or employees.


 


(j)        “Eligible Employees” means each employee of the Company
or an Affiliate.


 


(k)       “Exchange Act” means the Securities Exchange Act of
1934, as amended. Any references to any section of the Exchange Act shall also
be a reference to any successor provision.


 


(l)        “Fair Market Value” means, for purposes of this Plan,
unless otherwise required by any applicable provision of the Code or any
regulations issued thereunder, as of any date and except as provided below, the
last sales price reported for the Common Stock on the applicable date: (a) as
reported on the principal national securities exchange in the United States on
which it is then traded or The Nasdaq Global Market; or (b) if not traded on
any such national securities exchange or The Nasdaq Global Market, as quoted on
an automated quotation system sponsored by the National Association of
Securities Dealers, Inc. or if the Common Stock shall not have been reported or
quoted on such date, on the first day prior thereto on which the Common Stock
was reported or quoted; or (c) if the Common Stock is not traded, listed or
otherwise reported or quoted, the Committee shall determine in good faith the
Fair Market Value in whatever manner it considers appropriate. For purposes of
the grant of any Award, the applicable date shall be the trading day
immediately prior to the date on which the Award is granted. For purposes of
the exercise of any Award, the applicable date shall be the date a notice of
exercise is received by the Committee or, if not a day on which the applicable
market is open, the next day that it is open.


 


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(m)      “Family Member” means “family member” as defined in
Section A.1.(5) of the general instructions of Form S-8.


 


(n)       “Good Reason” means, with respect to a Participant’s
Termination of Employment: (a) in the case where there is no employment
agreement, change in control agreement or similar agreement in effect between
the Company or an Affiliate and the Participant at the time of the grant of the
Award (or where there is such an agreement but it does not define “good reason”
(or words or a concept of like import)), a voluntary termination due to good
reason, as the Committee, in its sole discretion, decides to treat as a Good
Reason termination; or (b) in the case where there is an employment agreement,
change in control agreement or similar agreement in effect between the Company
or an Affiliate and the Participant at the time of the grant of the Award that
defines “good reason” (or words or a concept of like import), a termination due
to good reason (or words or a concept of like import), as defined in such
agreement at the time of the grant of the Award, and, for purposes of the Plan,
as determined by the Committee in its sole discretion; provided that any
definition that is effective under an employment agreement, change in control
agreement or similar agreement after a change in control shall only be
effective for purposes of this Plan after a change in control.


 


(o)       “Non-Employee Director” means a director or a member of
the advisory board of the Company or any Affiliate who is not an active
employee of the Company or any Affiliate.


 


(p)       “Parent” means any parent corporation of the Company
within the meaning of Section 424(e) of the Code.


 


(q)       “Participant” means an Eligible Employee, Non-Employee
Director or Consultant to whom an Award has been granted pursuant to the Plan.


 


(r)        “Performance Period” has the meaning set forth in
Section 9.1 of the Plan.


 


(s)       “Performance Share” means an Award made pursuant to
Article IX of the Plan of the right to receive Common Stock or cash of an
equivalent value at the end of a specified Performance Period.


 


(t)        “Performance Unit” means an Award made pursuant to
Article X of the Plan of the right to receive a fixed dollar amount, payable in
cash or Common Stock or a combination of both.


 


(u)       “Person” means any individual, corporation,
partnership, limited liability company, firm, joint venture, association,
joint-stock company, trust, incorporated organization, governmental or
regulatory or other entity.


 


(v)       “Registration Date” means the date on which the Company
sells its Common Stock in a bona fide, firm commitment underwriting pursuant to
a registration statement under the Securities Act.


 


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(w)      “Restricted Stock” means an Award of shares of Common
Stock under the Plan that is subject to restrictions under Article VII of the
Plan.


 


(x)       “Retirement” means a Termination of Employment or
Termination of Consultancy other than a termination for Cause at or after age
65 or such earlier date after age 50 as may be approved by the Committee with
regard to such Participant, in its sole discretion, at the time of grant, or
thereafter provided that the exercise of such discretion does not make the
applicable Award subject to Section 409A of the Code. With respect to a
Participant’s Termination of Directorship, Retirement means the failure to
stand for reelection or the failure to be reelected on or after a Participant
has attained age 65 or, with the consent of the Board, provided that the
exercise of such discretion does not make the applicable Award subject to
Section 409A of the Code, before age 65 but after age 50.


 


(y)       “Section 162(m) of the Code” means the exception for
performance-based compensation under Section 162(m) of the Code and any
applicable treasury regulations thereunder.


 


(z)       “Section 409A of the Code” means the nonqualified
deferred compensation rules under Section 409A of the Code and any applicable
treasury regulations and other official guidance thereunder.


 


(aa)     “Securities Act” means the Securities Act of 1933, as
amended and all rules and regulations promulgated thereunder. Any reference to
any section of the Securities Act shall also be a reference to any successor
provision.


 


(bb)    “Stock Appreciation Right” shall mean the right
pursuant to an Award granted under Article VII of the Plan. A Tandem Stock
Appreciation Right shall mean the right to surrender to the Company all (or a
portion) of a Stock Option in exchange for an amount in cash and/or stock equal
to the difference between (i) the Fair Market Value on the date such Stock
Option (or such portion thereof) is surrendered, of the Common Stock covered by
such Stock Option (or such portion thereof), and (ii) the aggregate exercise
price of such Stock Option (or such portion thereof). A Non-Tandem Stock
Appreciation Right shall mean the right to receive an amount in cash and/or
stock equal to the difference between (x) the Fair Market Value of a share of
Common Stock on the date such right is exercised, and (y) the aggregate
exercise price of such right, otherwise than on surrender of a Stock Option.


 


(cc)     “Stock Option” means any option to purchase shares of
Common Stock granted to Eligible Employees, Non-Employee Directors or
Consultants granted pursuant to Article VI of the Plan.


 


(dd)    “Subsidiary” means any subsidiary corporation of the
Company within the meaning of Section 424(f) of the Code.


 


(ee)     “Termination” means a Termination of Consultancy,
Termination of Directorship or Termination of Employment, as applicable.


 


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(ff)      “Termination of Consultancy” means: (a) that the Consultant
is no longer acting as a consultant to the Company or an Affiliate; or (b) when
an entity which is retaining a Participant as a Consultant ceases to be an
Affiliate unless the Participant otherwise is, or thereupon becomes, a
Consultant to the Company or another Affiliate at the time the entity ceases to
be an Affiliate. In the event that a Consultant becomes an Eligible Employee or
a Non-Employee Director upon the termination of his or her consultancy, unless
otherwise determined by the Committee, in its sole discretion, no Termination
of Consultancy shall be deemed to occur until such time as such Consultant is
no longer a Consultant, an Eligible Employee or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may otherwise define Termination
of Consultancy in the Award agreement or, if no rights of a Participant are
reduced, may otherwise define Termination of Consultancy thereafter.


 


(gg)    “Termination of Directorship” means that the
Non-Employee Director has ceased to be a director of the Company; except that
if a Non-Employee Director becomes an Eligible Employee or a Consultant upon
the termination of his or her directorship, his or her ceasing to be a director
of the Company shall not be treated as a Termination of Directorship unless and
until the Participant has a Termination of Employment or Termination of
Consultancy, as the case may be.


 


(hh)    “Termination of Employment” means: (a) a termination of
employment (for reasons other than a military or personal leave of absence granted
by the Company) of a Participant from the Company and its Affiliates; or (b)
when an entity which is employing a Participant ceases to be an Affiliate,
unless the Participant otherwise is, or thereupon becomes, employed by the
Company or another Affiliate at the time the entity ceases to be an Affiliate.
In the event that an Eligible Employee becomes a Consultant or a Non-Employee
Director upon the termination of his or her employment, unless otherwise
determined by the Committee, in its sole discretion, no Termination of
Employment shall be deemed to occur until such time as such Eligible Employee
is no longer an Eligible Employee, a Consultant or a Non-Employee Director.
Notwithstanding the foregoing, the Committee may otherwise define Termination of
Employment in the Award agreement or, if no rights of a Participant are
reduced, may otherwise define Termination of Employment thereafter.


 


(ii)       “Transfer” means: (a) when used as a noun, any direct
or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or
other disposition (including the issuance of equity in a Person), whether for
value or no value and whether voluntary or involuntary (including by operation
of law), and (b) when used as a verb, to directly or indirectly transfer, sell,
assign, pledge, encumber, charge, hypothecate or otherwise dispose of
(including the issuance of equity in a Person) whether for value or for no
value and whether voluntarily or involuntarily (including by operation of law).
“Transferred” and “Transferable” shall have a correlative meaning.


 


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