BY THE ADMINISTRATOR BUT FAILS
TO QUALIFY AS AN INCENTIVE STOCK OPTION WITHIN THE MEANING OF SECTION 422 OF THE
CODE.
(W)
"OFFICER" MEANS A PERSON WHO IS AN OFFICER OF THE COMPANY WITHIN
THE MEANING OF SECTION 16 OF THE EXCHANGE ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER.
(X)
"OPTION" MEANS A STOCK OPTION GRANTED PURSUANT TO THE PLAN.
(Y)
"OPTION AGREEMENT" MEANS A WRITTEN AGREEMENT BETWEEN THE COMPANY
AND A HOLDER EVIDENCING THE TERMS AND CONDITIONS OF AN INDIVIDUAL OPTION GRANT.
THE OPTION AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS OF THE PLAN.
(Z)
"PARENT" MEANS ANY CORPORATION, WHETHER NOW OR HEREAFTER EXISTING
(OTHER THAN THE COMPANY), IN AN UNBROKEN CHAIN OF CORPORATIONS ENDING WITH THE
COMPANY IF EACH OF THE CORPORATIONS OTHER THAN THE LAST CORPORATION IN THE
UNBROKEN CHAIN OWNS STOCK POSSESSING MORE THAN FIFTY PERCENT OF THE TOTAL
COMBINED VOTING POWER OF ALL CLASSES OF STOCK IN ONE OF THE OTHER CORPORATIONS
IN SUCH CHAIN.
3
(AA)
"PERFORMANCE SHARE" MEANS A RIGHT GRANTED TO A HOLDER PURSUANT TO
SECTION 16, TO RECEIVE CASH, STOCK, OR OTHER AWARDS, THE PAYMENT OF WHICH IS
CONTINGENT UPON ACHIEVING CERTAIN PERFORMANCE GOALS ESTABLISHED BY THE
COMMITTEE.
(BB)
"PLAN" MEANS THE CONCEPTUS, INC. ELEVENTH AMENDED AND RESTATED 2001
EQUITY INCENTIVE PLAN.
(CC)
"RESTRICTED STOCK" MEANS SHARES (I) ACQUIRED PURSUANT TO THE
EXERCISE OF AN UNVESTED OPTION IN ACCORDANCE WITH SECTION 10(H) BELOW OR
PURSUANT TO A STOCK PURCHASE RIGHT GRANTED UNDER SECTION 13 BELOW OR (II) ISSUED
PURSUANT TO A RESTRICTED STOCK AWARD UNDER SECTION 13 BELOW.
(DD)
"RESTRICTED STOCK UNIT" MEANS A RIGHT TO RECEIVE A SPECIFIED NUMBER
OF SHARES OF COMMON STOCK DURING SPECIFIED TIME PERIODS PURSUANT TO SECTION 14.
(EE)
"RULE 16B-3" MEANS THAT CERTAIN RULE 16B-3 UNDER THE EXCHANGE ACT,
AS SUCH RULE MAY BE AMENDED FROM TIME TO TIME.
(FF)
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY SUCCESSOR STATUTE OR STATUTES THERETO.
REFERENCE TO ANY PARTICULAR
SECURITIES ACT SECTION SHALL INCLUDE ANY SUCCESSOR SECTION.
(GG)
"SERVICE PROVIDER" MEANS AN EMPLOYEE, DIRECTOR OR CONSULTANT.
(HH)
"SHARE" MEANS A SHARE OF COMMON STOCK, AS ADJUSTED IN ACCORDANCE
WITH SECTION 17 BELOW.
(II)
"STOCK APPRECIATION RIGHT" OR "SAR" MEANS A RIGHT GRANTED
PURSUANT TO SECTION 15 TO RECEIVE A PAYMENT EQUAL TO THE EXCESS OF THE FAIR
MARKET VALUE OF A SPECIFIED NUMBER OF SHARES OF COMMON STOCK ON THE DATE THE SAR
IS EXERCISED OVER THE FAIR MARKET VALUE ON THE DATE THE SAR WAS GRANTED AS SET
FORTH IN THE APPLICABLE AWARD AGREEMENT.
(JJ)
"STOCK PAYMENT" MEANS (A) A PAYMENT IN THE FORM OF SHARES, OR
(B) AN OPTION OR OTHER RIGHT TO PURCHASE SHARES, AS PART OF ANY BONUS, DEFERRED
COMPENSATION OR OTHER ARRANGEMENT, MADE IN LIEU OF ALL OR ANY PORTION OF THE
COMPENSATION, GRANTED PURSUANT TO SECTION 16.
(KK)
"STOCK PURCHASE RIGHT" MEANS A RIGHT TO PURCHASE COMMON STOCK
PURSUANT TO SECTION 13 BELOW.
(LL)
"SUBSIDIARY" MEANS ANY CORPORATION, WHETHER NOW OR HEREAFTER
EXISTING (OTHER