THE SHARES ARE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE.
SUCH
RESTRICTIONS MAY BE BASED ON THE PASSAGE OF TIME, THE ACHIEVEMENT OF TARGET
LEVELS OF PERFORMANCE, OR THE OCCURRENCE OF OTHER EVENTS AS DETERMINED BY THE
ADMINISTRATOR.
(LL)
"PLAN" MEANS THIS 2006 EQUITY INCENTIVE
PLAN.
(MM)
"PRO FORMA NET INCOME" MEANS AS TO ANY BUSINESS UNIT
FOR ANY PERFORMANCE PERIOD, THE NET INCOME OF SUCH BUSINESS UNIT, MINUS
ALLOCATIONS OF DESIGNATED CORPORATE EXPENSES.
(NN)
"PRODUCT SHIPMENTS" MEANS AS TO ANY PERFORMANCE
PERIOD, THE QUANTITATIVE AND MEASURABLE NUMBER OF UNITS OF A PARTICULAR PRODUCT
THAT SHIPPED DURING SUCH PERFORMANCE PERIOD.
(OO)
"RESTRICTED STOCK" MEANS SHARES ISSUED PURSUANT TO
AN AWARD OF RESTRICTED STOCK UNDER SECTION 8 OF THE PLAN, OR ISSUED PURSUANT TO
THE EARLY EXERCISE OF AN OPTION.
4
(PP)
"RESTRICTED STOCK UNIT" MEANS A BOOKKEEPING ENTRY
REPRESENTING AN AMOUNT EQUAL TO THE FAIR MARKET VALUE OF ONE SHARE, GRANTED
PURSUANT TO SECTION 9.
EACH RESTRICTED STOCK UNIT REPRESENTS AN UNFUNDED AND
UNSECURED OBLIGATION OF THE COMPANY.
(QQ)
"RETURN ON DESIGNATED ASSETS" MEANS AS TO ANY
PERFORMANCE PERIOD, THE PRO FORMA NET INCOME OF A BUSINESS UNIT, DIVIDED BY THE
AVERAGE OF BEGINNING AND ENDING BUSINESS UNIT DESIGNATED ASSETS, OR NET INCOME
OF THE COMPANY, DIVIDED BY THE AVERAGE OF BEGINNING AND ENDING DESIGNATED
CORPORATE ASSETS.
(RR)
"RETURN ON EQUITY" MEANS, AS TO ANY
PERFORMANCE PERIOD, THE PERCENTAGE EQUAL TO THE VALUE OF THE COMPANY'S OR ANY
BUSINESS UNIT'S COMMON STOCK INVESTMENTS AT THE END OF SUCH PERFORMANCE PERIOD,
DIVIDED BY THE VALUE OF SUCH COMMON STOCK INVESTMENTS AT THE START OF SUCH
PERFORMANCE PERIOD, EXCLUDING ANY COMMON STOCK INVESTMENTS SO DESIGNATED BY THE
ADMINISTRATOR.
(SS)
"RETURN ON SALES" MEANS AS TO ANY PERFORMANCE
PERIOD, THE PERCENTAGE EQUAL TO THE COMPANY'S NET INCOME OR THE BUSINESS UNIT'S
PRO FORMA NET INCOME, DIVIDED BY THE COMPANY'S OR THE BUSINESS UNIT'S ANNUAL
REVENUE.
(TT)
"RULE 16B-3" MEANS RULE 16B-3 OF THE
EXCHANGE ACT OR ANY SUCCESSOR TO RULE 16B-3, AS IN EFFECT WHEN DISCRETION IS
BEING EXERCISED WITH RESPECT TO THE PLAN.
(UU)
"SECTION 16(B)" MEANS SECTION 16(B) OF THE
EXCHANGE ACT.
(VV)
"SERVICE PROVIDER" MEANS AN EMPLOYEE, DIRECTOR OR
CONSULTANT.
(WW)
"SHARE" MEANS A SHARE OF THE COMMON STOCK, AS ADJUSTED
IN ACCORDANCE WITH SECTION 14 OF THE PLAN.
(XX)
"STOCK APPRECIATION RIGHT" MEANS AN AWARD,
GRANTED ALONE OR IN CONNECTION WITH AN OPTION, THAT PURSUANT TO SECTION 7 IS
DESIGNATED AS A STOCK APPRECIATION RIGHT.
(YY)
"SUBSIDIARY" MEANS A "SUBSIDIARY CORPORATION,"
WHETHER NOW OR HEREAFTER EXISTING, AS DEFINED IN SECTION 424(F) OF THE CODE.
(ZZ)
"SUCCESSOR CORPORATION" HAS THE MEANING GIVEN
TO SUCH TERM IN SECTION 14(C) OF THE PLAN.
3.
STOCK SUBJECT TO THE PLAN.
(A)
STOCK SUBJECT TO THE PLAN.
SUBJECT TO THE
PROVISIONS OF SECTION 14 OF THE PLAN, THE MAXIMUM AGGREGATE NUMBER OF SHARES
THAT MAY BE AWARDED AND SOLD UNDER THE PLAN IS 4,500,000 SHARES PLUS (I) ANY
SHARES THAT, AS OF THE DATE OF STOCKHOLDER APPROVAL OF THIS PLAN, HAVE BEEN
RESERVED