WHICH
THE ATTAINMENT OF ONE OR MORE PERFORMANCE GOALS WILL BE MEASURED FOR THE PURPOSE
OF DETERMINING A HOLDER'S RIGHT TO, AND THE PAYMENT OF, A PERFORMANCE AWARD.
1.32.
"PLAN" SHALL MEAN THE FIRST CONSULTING GROUP, INC. 2007 EQUITY
INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME.
1.33.
"PRIOR AWARD" SHALL MEAN A STOCK OPTION, RESTRICTED STOCK OR OTHER
STOCK AWARD GRANTED UNDER THE PRIOR PLAN.
1.34.
"PRIOR PLAN" SHALL MEAN THE FIRST CONSULTING GROUP, INC. 1997
EQUITY INCENTIVE PLAN, AS AMENDED FROM TIME TO TIME.
1.35.
"RESTRICTED STOCK" SHALL MEAN COMMON STOCK AWARDED UNDER ARTICLE
VII OF THE PLAN THAT IS SUBJECT TO REPURCHASE OR FORFEITURE.
1.36.
"RESTRICTED STOCK UNITS" SHALL MEAN RIGHTS TO RECEIVE COMMON STOCK
AWARDED UNDER SECTION 8.6.
1.37.
"RULE 16B-3" SHALL MEAN RULE 16B-3 PROMULGATED UNDER THE EXCHANGE
ACT, AS SUCH RULE MAY BE AMENDED FROM TIME TO TIME.
1.38.
"SECURITIES ACT" SHALL MEAN THE SECURITIES ACT OF 1933, AS AMENDED
FROM TIME TO TIME.
5
1.39.
"STOCK APPRECIATION RIGHT" SHALL MEAN A STOCK APPRECIATION RIGHT
GRANTED UNDER ARTICLE IX OF THE PLAN.
1.40.
"STOCK PAYMENT" SHALL MEAN:
(A) A PAYMENT IN THE FORM OF SHARES OF
COMMON STOCK, OR (B) AN OPTION OR OTHER RIGHT TO PURCHASE SHARES OF COMMON
STOCK, AS PART OF A DEFERRED COMPENSATION ARRANGEMENT, MADE IN LIEU OF ALL OR
ANY PORTION OF THE COMPENSATION, INCLUDING WITHOUT LIMITATION, SALARY, BONUSES,
COMMISSIONS AND DIRECTORS' FEES, THAT WOULD OTHERWISE BECOME PAYABLE TO A
EMPLOYEE, CONSULTANT OR NON-EMPLOYEE DIRECTOR IN CASH, AWARDED UNDER ARTICLE
VIII OF THE PLAN.
1.41.
"SUBSIDIARY" MEANS ANY ENTITY (OTHER THAN THE COMPANY), WHETHER
DOMESTIC OR FOREIGN, IN AN UNBROKEN CHAIN OF ENTITIES BEGINNING WITH THE COMPANY
IF EACH OF THE ENTITIES OTHER THAN THE LAST ENTITY IN THE UNBROKEN CHAIN
BENEFICIALLY OWNS, AT THE TIME OF THE DETERMINATION, SECURITIES OR INTERESTS
REPRESENTING MORE THAN FIFTY PERCENT (50%) OF THE TOTAL COMBINED VOTING POWER OF
ALL CLASSES OF SECURITIES OR INTERESTS IN ONE OF THE OTHER ENTITIES IN SUCH
CHAIN.
1.42.
"SUBSIDIARY CORPORATION" SHALL MEAN ANY CORPORATION IN AN UNBROKEN
CHAIN OF CORPORATIONS BEGINNING WITH THE COMPANY IF EACH OF THE CORPORATIONS
OTHER THAN THE LAST CORPORATION IN THE UNBROKEN CHAIN THEN OWNS 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.
1.43.
"SUBSTITUTE AWARD" SHALL MEAN AN OPTION GRANTED UNDER THIS PLAN
UPON THE ASSUMPTION OF, OR IN SUBSTITUTION FOR, OUTSTANDING EQUITY AWARDS
PREVIOUSLY GRANTED BY A COMPANY OR OTHER ENTITY IN CONNECTION WITH A CORPORATE
TRANSACTION, SUCH AS A MERGER, COMBINATION, CONSOLIDATION OR ACQUISITION OF
PROPERTY OR STOCK; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL THE TERM
"SUBSTITUTE AWARD" BE CONSTRUED TO REFER TO AN AWARD MADE IN CONNECTION WITH THE
CANCELLATION AND REPRICING OF AN OPTION.
1.44.
"TERMINATION OF CONSULTANCY" SHALL MEAN THE TIME WHEN THE
ENGAGEMENT OF A HOLDER AS A CONSULTANT TO THE COMPANY OR A SUBSIDIARY IS
TERMINATED FOR ANY REASON, WITH OR WITHOUT