EX-10.2



 Exhibit 10.2 

MINERVA NEUROSCIENCES, INC. 

NOTICE OF GRANT OF STOCK OPTION 

(INDUCEMENT GRANT OUTSIDE OF 2013 EQUITY INCENTIVE PLAN) 

Notice is hereby given of the following option grant (the “Option”) to purchase shares of the Common Stock of Minerva Neurosciences,
Inc. (the “Corporation”): 
 Optionee: Rick Russell 

Grant Date: December 11, 2017 

Vesting Commencement Date: December 11, 2017 

Exercise Price: $6.05 per share 

Number of Option Shares: 775,000 shares of Common Stock  

Expiration Date: December 10, 2027 

Type of Option: Non-Statutory Stock Option 

Exercise Schedule: The Option shall become exercisable in a series of installments over the Optionee’s period of Service as
follows: (i) the Option shall become exercisable for twenty-five percent (25%) of the Option Shares upon Optionee’s completion of one (1) year of Service measured from the Vesting Commencement Date, and (ii) the Option shall
become exercisable for the balance of the Option Shares in a series of twelve (12) successive equal quarterly installments upon Optionee’s completion of each additional three (3)-month quarter of Service over the twelve (12)-quarter period
measured from the first anniversary of the Vesting Commencement Date. The Option shall not become exercisable for any additional Option Shares following Optionee’s cessation of Service, except to the extent (if any) specifically authorized by
the Plan Administrator in its sole discretion pursuant to an express written agreement with Optionee. 
 Notwithstanding the foregoing, in
the event of the termination of Optionee’s Service at any time without Cause (as such term is defined in the Optionee’s individual employment or service agreement with the Corporation), or the termination of Optionee’s Service
without Cause or for Good Reason (as such terms are defined in the Optionee’s individual employment or service agreement with the Corporation) within 12 months immediately following a Change of Control, then all remaining unvested Option Shares
shall vest and become immediately exercisable in full. 
 Optionee understands and agrees that the Option is granted outside of the Minerva
Neurosciences, Inc. 2013 Amended and Restated Equity Incentive Plan (the “Plan”) but is subject to all of the terms and conditions of the Plan. Optionee further agrees to be bound by the terms of the Plan and the terms of the Option as set
forth in the Stock Option Agreement attached hereto as Exhibit A. 







 Optionee hereby acknowledges receipt of a copy of the Plan Summary and Prospectus attached hereto
as Exhibit B. 
 No Employment or Service Contract. Nothing in this Notice, the attached Stock Option Agreement or the Plan shall
confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Optionee) or of Optionee,
which rights are hereby expressly reserved by each, to terminate Optionee’s Service at any time for any reason, with or without cause. 

Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached Stock
Option Agreement. 
 DATED: December 11, 2017 

 

			
	MINERVA NEUROSCIENCES, INC.
		
	By:	 	  

		 	Name: Remy Luthringer
		 	Title:   Chief Executive
		 	 Officer



  

	
	  
 Rick
Russell



 ATTACHMENTS  

Exhibit A – Stock Option Agreement and Addendum 

Exhibit B – Plan Summary and Prospectus 

  
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 MINERVA NEUROSCIENCES, INC. 

STOCK OPTION AGREEMENT 

RECITALS 
 A. The option is granted
in compliance with NASDAQ Listing Rule 5634(c)(4) as a material inducement to you entering into employment with the Company. The option is a Nonstatutory Stock Option and is granted outside of, but subject to the terms of, the Plan and other
relevant Plan provisions as if the option had been granted as a Nonstatutory Stock Option under Section 2.1 of the Plan, provided that for the avoidance of doubt, the Option Shares shall not reduce and shall have no impact on the number of
shares available for grant under the Plan. 
 B. Optionee is to render valuable services to the Corporation (or a Parent or Subsidiary), and
this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Corporation’s grant of an option to Optionee. 

C. All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix. 

NOW, THEREFORE, it is hereby agreed as follows: 

1. Grant of Option. The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase up to the number of
Option Shares specified in the Grant Notice. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price. 

2. Option Term. The term of this option shall commence on the Grant Date and continue in effect until the close of business on
the Expiration Date, unless sooner terminated in accordance with Paragraph 5 or 6. 
 3. Limited Transferability. 

(a) Except to the limited extent provided in Paragraph 3(b), this option shall be neither transferable nor assignable by Optionee other than
by will or the laws of inheritance following Optionee’s death and may be exercised, during Optionee’s lifetime, only by Optionee. However, Optionee may designate one or more persons as the beneficiary or beneficiaries of this option, and
this option shall, in accordance with such designation, automatically be transferred to such beneficiary or beneficiaries upon the Optionee’s death while holding this option. Such beneficiary or beneficiaries shall take the transferred option
subject to all the terms and conditions of this Agreement, including (without limitation) the limited time period during which this option may, pursuant to Paragraph 5, be exercised following Optionee’s death. 

(b) This option may be assigned in whole or in part during Optionee’s lifetime through a gratuitous transfer to one or more of
Optionee’s Family Members or to a trust established for the exclusive benefit of Optionee and/or one or more such Family Members. The assigned portion shall be exercisable only by the person or persons who acquire a proprietary interest in the
option pursuant to such assignment. The terms applicable to the assigned portion shall be the same as those in effect for this option immediately prior to such assignment. 

  
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 4. Dates of Exercise. This option shall become exercisable for the Option Shares in
one or more installments in accordance with the Exercise Schedule set forth in the Grant Notice. As the option becomes exercisable for such installments, those installments shall accumulate, and the option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner termination of the option term under Paragraph 5 or 6. 
 5. Cessation of
Service. The option term specified in Paragraph 2 above shall terminate (and this option shall cease to be outstanding) prior to the Expiration Date should any of the following provisions become applicable: 

(a) Except as otherwise expressly provided in subparagraphs (b) through (e) of this Paragraph 5, should Optionee cease to remain in
Service for any reason while this option is outstanding, then Optionee shall have a period of three (3) months measured from the date of such cessation of Service during which to exercise this option, but in no event shall this option be
exercisable at any time after the Expiration Date. 
 (b) In the event Optionee ceases Service by reason of his or her death while this
option is outstanding, then this option may be exercised by the personal representative of Optionee’s estate or the person or persons to whom the option is transferred pursuant to Optionee’s will or the laws of inheritance following
Optionee’s death. However, if Optionee dies while holding this option and has an effective beneficiary designation in effect for this option at the time of his or her death, then the designated beneficiary or beneficiaries shall have the
exclusive right to exercise this option following Optionee’s death. Any such right to exercise this option shall lapse, and this option shall cease to be outstanding, upon the earlier of (i) the expiration of the twelve
(12)-month period measured from the date of Optionee’s death or (ii) the Expiration Date. 
 (c) Should Optionee cease Service by
reason of Permanent Disability while this option is outstanding, then Optionee shall have a period of twelve (12) months measured from the date of such cessation of Service during which to exercise this option, but in no event, however, shall
this option be exercisable at any time after the Expiration Date. 
 (d) Should Optionee’s Service be terminated for Misconduct, or
should Optionee engage in Misconduct while holding this option, then this option shall terminate immediately and cease to be outstanding. 

(e) During the limited period of post-Service exercisability provided under this Paragraph 5, this option may not be exercised in the
aggregate for more than the number of Option Shares for which this option is at the time exercisable. Except to the extent (if any) specifically authorized by the Plan Administrator pursuant to an express written agreement with Optionee, this option
shall not become exercisable for any additional Option Shares, whether pursuant to the normal Exercise Schedule set forth in the Grant Notice or the special vesting acceleration provisions of Paragraph 6 below, following Optionee’s cessation of
Service. Upon the expiration of such limited exercise period or (if earlier) upon the Expiration Date, this option shall terminate and cease to be outstanding for any Option Shares for which the option has not otherwise been exercised. 

  
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 6. Special Acceleration of Option. 

(a) This option, to the extent outstanding at the time of an actual Change in Control but not otherwise fully exercisable, shall automatically
accelerate so that this option shall, immediately prior to the effective date of such Change in Control, become exercisable for all of the Option Shares at the time subject to this option and may be exercised for any or all of those Option Shares as
fully vested shares of Common Stock. However, this option shall not become exercisable on such an accelerated basis if and to the extent: (i) this option is to be assumed by the successor corporation (or parent thereof) or is
otherwise to continue in full force and effect pursuant to the terms of the Change in Control transaction, (ii) this option is to be replaced with an economically-equivalent substitute equity award or (iii) this option is to be replaced
with a cash retention program of the successor corporation which preserves the spread existing at the time of the Change in Control on any Option Shares for which this option is not otherwise at that time exercisable (the excess of the Fair Market
Value of those Option Shares over the aggregate Exercise Price payable for such shares) and provides for the subsequent vesting and concurrent payout of that spread in accordance with the same Exercise Schedule for those Option Shares set forth in
the Grant Notice. Notwithstanding the foregoing, no such cash retention program shall be established for this option to the extent such program would otherwise be deemed to constitute a deferred compensation arrangement subject to the requirements
of Code Section 409A and the Treasury Regulations thereunder. 
 (b) Immediately following the consummation of the Change in Control,
this option shall terminate and cease to be outstanding, except to the extent assumed by the successor corporation (or parent thereof) or otherwise continued in effect pursuant to the terms of the Change in Control transaction. 

(c) If this option is assumed in connection with a Change in Control or otherwise continued in effect, then this option shall be appropriately
adjusted, immediately after such Change in Control, to apply to the number and class of securities into which the shares of Common Stock subject to this option would have been converted in consummation of such Change in Control had those shares
actually been outstanding at the time. Appropriate adjustments shall also be made to the Exercise Price, provided the aggregate Exercise Price shall remain the same. To the extent the actual holders of the Corporation’s outstanding Common Stock
receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of this option but subject to the Plan Administrator’s approval,
substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in such Change in Control, provided such common stock is readily tradable on an established U.S.
securities exchange or market. 
 (d) This Agreement shall not in any way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets. 

  
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 7. Adjustment in Option Shares. Should any change be made to the Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the
Corporation’s receipt of consideration, or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or
distribution, or should there occur any merger, consolidation or other reorganization, then equitable adjustments shall be made by the Plan Administrator to (i) the total number and/or class of securities subject to this option and
(ii) the Exercise Price. The adjustments shall be made in such manner as the Plan Administrator deems appropriate, and those adjustments shall be final, binding and conclusive upon Optionee and any other person or persons having an interest in
the option. In the event of any Change in Control transaction, the adjustment provisions of Paragraph 6(c) above shall be controlling. 
 8.
Stockholder Rights. The holder of this option shall not have any stockholder rights with respect to the Option Shares until such person shall have exercised the option, paid the Exercise Price and become a holder of record of the
purchased shares. 
 9. Manner of Exercising Option. 

(a) In order to exercise this option with respect to all or any part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising the option) must take the following actions: 
 (i) Execute and deliver
to the Corporation a Notice of Exercise as to the Option Shares for which the option is exercised or comply with such other procedures as the Corporation may establish for notifying the Corporation, either directly or through an on-line internet transaction with a brokerage firm authorized by the Corporation to effect such option exercises, of the exercise of this option for one or more Option Shares. 

(ii) Pay the aggregate Exercise Price for the purchased shares in one or more of the following forms: 

(A) cash or check made payable to the Corporation; or 

(B) shares of Common Stock (whether delivered in the form of actual stock certificates or through attestation of ownership in
a manner reasonably satisfactory to the Corporation) held for the requisite period (if any) necessary to avoid any resulting charge to the Corporation’s earnings for financial reporting purposes and valued at Fair Market Value on the Exercise
Date; or 
 (C) through a special sale and remittance procedure pursuant to which Optionee (or any other person or persons
exercising the option) shall concurrently provide irrevocable instructions (i) to a brokerage firm (reasonably satisfactory to the Corporation for purposes of administering such procedure in accordance with the Corporation’s pre-clearance/pre-notification policies) to effect the immediate sale of all or a sufficient portion of the purchased shares so that such brokerage firm can remit to the
Corporation, on the settlement date, sufficient funds out of the 

  
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resulting sale proceeds to cover the aggregate Exercise Price payable for all the purchased shares plus all applicable Withholding Taxes and (ii) to the Corporation to deliver the
certificates for the purchased shares directly to such brokerage firm on such settlement date, but only to the extent such a program has been implemented by the Corporation. 

Except to the extent the sale and remittance procedure is utilized in connection with the option exercise, payment of the
Exercise Price must accompany the Notice of Exercise (or other notification procedure) delivered to the Corporation in connection with the option exercise. 

(iii) Furnish to the Corporation appropriate documentation that the person or persons exercising the option (if other than
Optionee) have the right to exercise this option. 
 (iv) Make appropriate arrangements with the Corporation (or Parent or
Subsidiary employing or retaining Optionee) for the satisfaction of all applicable Withholding Taxes. 
 (v) Execute and
deliver to the Corporation such further instruments (including a stock purchase agreement) as the Company determines to be reasonably necessary or appropriate. 

(b) As soon as practical after the Exercise Date, the Corporation shall issue to or on behalf of Optionee (or any other person or persons
exercising this option) a certificate for the purchased Option Shares (either in paper or electronic form), with the appropriate legends affixed thereto. 

(c) In no event may this option be exercised for any fractional shares. 

10. Compliance with Laws and Regulations. 

(a) The exercise of this option and the issuance of the Option Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all applicable regulations of any Stock Exchange on which the Common Stock may be listed for trading at the time of such exercise and issuance. 

(b) The inability of the Corporation to obtain approval from any regulatory body having authority deemed by the Corporation to be necessary to
the lawful issuance and sale of any Common Stock pursuant to this option shall relieve the Corporation of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval
shall not have been obtained. The Corporation, however, shall use its best efforts to obtain all such approvals. 
 11. Successors and
Assigns. Except to the extent otherwise provided in Paragraphs 3 and 6 above, the provisions of this Agreement shall inure to the benefit of and be binding upon the Corporation and its successors and assigns and Optionee, Optionee’s
assigns, the legal representatives, heirs and legatees of Optionee’s estate and any beneficiaries of this option designated by Optionee. 

  
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 12. Notices. Any notice required to be given or delivered to the Corporation under
the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the most current address
then indicated for Optionee on the Corporation’s employee records or shall be delivered electronically to Optionee through the Corporation’s electronic mail system. All notices shall be deemed effective upon personal delivery or
transmission through the Corporation’s electronic mail system or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. 

13. Construction. This Agreement and the option evidenced hereby are made and granted pursuant to the Plan and are in all
respects limited by and subject to the terms of the Plan. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in
this option. 
 14. Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the
laws of the State of Delaware, without resort to that State’s conflict-of-laws rules. 

15. 
 16. No Employment or
Service Contract. Nothing in this Agreement or in the Plan shall confer upon Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or
any Parent of Subsidiary employing or retaining Optionee) or of Optionee, which rights are hereby expressly reserved by each, to terminate Optionee’s Service at any time for any reason, with or without cause. 

17. Optionee Acceptance. Optionee must accept the terms and conditions of this Agreement either electronically through the
electronic acceptance procedure established by the Corporation or through a written acceptance delivered to the Corporation in a form satisfactory to the Corporation. In no event shall this option be exercised in the absence of such acceptance. 


  
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 APPENDIX 

The following definitions shall be in effect under the Agreement: 

A. Agreement shall mean this Stock Option Agreement. 

B. Board shall mean the Corporation’s Board of Directors. 

C. Change in Control shall mean a change in ownership or control of the Corporation effected through any of the following
transactions: 
 (i) a merger, consolidation or other reorganization approved by the Corporation’s stockholders, unless securities
representing at least fifty percent (50%) of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the
persons who beneficially owned the Corporation’s outstanding voting securities immediately prior to such transaction, 
 (ii) a sale,
transfer or other disposition of all or substantially all of the Corporation’s assets, or 
 (iii) the closing of any transaction or
series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person
that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Corporation) becomes directly or indirectly (whether as a result of a single acquisition or by
reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) the beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing
(or convertible into or exercisable for securities possessing) more than fifty percent (50%) of the total combined voting power of the Corporation’s securities (as measured in terms of the power to vote with respect to the election of Board
members) outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from the Corporation or the acquisition of outstanding securities held by one or more
of the Corporation’s existing stockholders. 
 (iv) a change in the composition of the Board over a period of twelve
(12) consecutive months or less such that a majority of the Board members ceases to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period (“Incumbent Directors”) or
(B) have been elected or nominated for election as Board members during such period by at least a majority of the Incumbent Directors who were still in office at the time the Board approved such election or nomination; provided that any
individual who becomes a Board member subsequent to the beginning of such period and whose election or nomination was approved by two-thirds of the Board members then comprising the Incumbent Directors will be
considered an Incumbent Director. 

  
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 D. Code shall mean the Internal Revenue Code of 1986, as amended from time to time.

 E. Common Stock shall mean shares of the Corporation’s common stock. 

F. Corporation shall mean Minerva Neurosciences, Inc., a Delaware corporation, and any corporate successor to all or
substantially all of the assets or voting stock of Minerva Neurosciences, Inc. which has by appropriate action assumed the Plan. 
 G.
Employee shall mean an individual who is in the employ of the Corporation (or any Parent or Subsidiary, whether now existing or subsequently established), subject to the control and direction of the employer entity as to both the work
to be performed and the manner and method of performance. 
 H. Exercise Date shall mean the date on which the option shall
have been exercised in accordance with Paragraph 9 of the Agreement. 
 I. Exercise Price shall mean the exercise price payable
per Option Share as specified in the Grant Notice. 
 J. Exercise Schedule shall mean the schedule set forth in the Grant
Notice pursuant to which the option is to become exercisable for the Option Shares in one or more installments over the Optionee’s period of Service. 

K. Expiration Date shall mean the date specified in the Grant Notice for measuring the maximum term for which the option may
remain outstanding. 
 L. Fair Market Value per share of Common Stock on any relevant date shall be the closing selling price
per share of Common Stock at the close of regular hours trading (i.e., before after-hours trading begins) on that date as reported by the National Association of Securities Dealers (if primarily traded on the Nasdaq Global or Global Select Market)
or as officially quoted in the composite tape of transactions on any other Stock Exchange on which the Common Stock is then primarily traded; provided, however, that if there is no reported closing selling price for that date, then the
closing selling price for the last trading date on which such closing selling price was quoted shall be determinative of such Fair Market Value. 

M. Family Member shall mean any of the following members of Optionee’s family: any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law. 
 N. Grant Date shall mean the
date of grant of the option as specified in the Grant Notice. 
 O. Grant Notice shall mean the Notice of Grant of Stock Option
informing Optionee of the basic terms of the option subject to this Agreement. 

  
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 P. Misconduct shall mean Optionee’s commission of any act of fraud,
embezzlement or dishonesty, any unauthorized use or disclosure by such person of confidential information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other intentional misconduct by such person adversely affecting the
business or affairs of the Corporation (or any Parent or Subsidiary) in a material manner. 
 Q. 1934 Act shall mean the
Securities Exchange Act of 1934, as amended from time to time. 
 R. Non-Statutory
Option shall mean an option that is not an Incentive Option. 
 S. Notice of Exercise shall mean the notice of option
exercise in the form authorized by the Corporation. 
 T. Option Shares shall mean the number of shares of Common Stock subject
to the option as specified in the Grant Notice. 
 U. Optionee shall mean the person to whom the option is granted as specified
in the Grant Notice. 
 V. Parent shall mean any corporation (other than the Corporation) in an unbroken chain of corporations
ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain. 
 W. Permanent Disability shall mean the inability of Optionee to engage in
any substantial gainful activity by reason of any medically determinable physical or mental impairment which is expected to result in death or to be of continuous duration of twelve (12) months or more. 

X. Plan shall mean the Corporation’s 2013 Equity Incentive Plan, as amended from time to time. 

Y. Plan Administrator shall mean the Compensation Committee of the Board (or a subcommittee thereof) acting in its capacity as
administrator of the Plan. 
 Z. Service shall mean the Optionee’s performance of services for the Corporation (or any
Parent or Subsidiary) in the capacity of an Employee, a non-employee member of the board of directors or a consultant or independent advisor. For purposes of this Agreement, Optionee shall be deemed to cease
Service immediately upon the occurrence of the either of the following events: (i) Optionee no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which
Optionee performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Optionee may subsequently continue to perform services for that entity. Service shall not be deemed to cease during a period of military leave,
sick leave or other personal leave approved by the Corporation. Except to the extent otherwise required by law or expressly authorized by the Plan Administrator or by the Corporation’s written policy on leaves of absence in effect at the time
of such leave, no Service credit shall be given for vesting purposes for any period Optionee is on a leave of absence. 

  
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 AA. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or
Global Select Market or the New York Stock Exchange. 
 BB. Subsidiary shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations in such chain. 
 CC. Withholding Taxes shall
mean the federal, state, local and/or foreign income taxes and the employee portion of the federal, state, local and/or foreign employment taxes required to be withheld by the Corporation in connection with the exercise of the option. 

  
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