AN INCENTIVE STOCK OPTION WITHIN THE MEANING
OF SECTION 422(B) OF THE CODE.
(Z)
"OFFICER" MEANS ANY PERSON DESIGNATED BY THE BOARD AS AN OFFICER
OF THE COMPANY.
(AA)
"OPTION" MEANS AN INCENTIVE STOCK OPTION OR A NONSTATUTORY STOCK
OPTION GRANTED PURSUANT TO SECTION 6.
(BB)
"OPTION FOR FULL VALUE AWARD EXCHANGE PROGRAM" MEANS A PROGRAM,
APPROVED BY THE AFFIRMATIVE VOTE OF HOLDERS OF A MAJORITY OF THE SHARES OF STOCK
CAST IN PERSON OR BY PROXY AT A MEETING OF THE STOCKHOLDERS OF THE COMPANY AT
WHICH A QUORUM REPRESENTING A MAJORITY OF ALL OUTSTANDING SHARES OF STOCK IS
PRESENT OR REPRESENTED BY PROXY, WHICH PROVIDES FOR THE CANCELLATION OF
OUTSTANDING OPTIONS, INCLUDING OPTIONS GRANTED PURSUANT TO A PREDECESSOR PLAN,
AND THE GRANT IN SUBSTITUTION THEREFORE OF FULL VALUE AWARDS.
(CC)
"OTHER STOCK-BASED AWARD" MEANS AN AWARD DENOMINATED IN SHARES OF
STOCK AND GRANTED PURSUANT TO SECTION 12.
4
(DD)
"OWNERSHIP CHANGE EVENT" MEANS THE OCCURRENCE OF ANY OF THE
FOLLOWING WITH RESPECT TO THE COMPANY: (I) THE DIRECT OR INDIRECT SALE OR
EXCHANGE IN A SINGLE OR SERIES OF RELATED TRANSACTIONS BY THE STOCKHOLDERS OF
THE COMPANY OF MORE THAN FIFTY PERCENT (50%) OF THE VOTING STOCK OF THE COMPANY;
(II) A MERGER OR CONSOLIDATION IN WHICH THE COMPANY IS A PARTY; OR (III) THE
SALE, EXCHANGE, OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE
COMPANY (OTHER THAN A SALE, EXCHANGE OR TRANSFER TO ONE OR MORE SUBSIDIARIES OF
THE COMPANY).
(EE)
"PARENT CORPORATION" MEANS ANY PRESENT OR FUTURE "PARENT
CORPORATION" OF THE COMPANY, AS DEFINED IN SECTION 424(E) OF THE CODE.
(FF)
"PARTICIPANT" MEANS ANY ELIGIBLE PERSON WHO HAS BEEN GRANTED ONE
OR MORE AWARDS.
(GG)
"PARTICIPATING COMPANY" MEANS THE COMPANY OR ANY PARENT
CORPORATION, SUBSIDIARY CORPORATION OR AFFILIATE.
(HH)
"PARTICIPATING COMPANY GROUP" MEANS, AT ANY POINT IN TIME, ALL
ENTITIES COLLECTIVELY WHICH ARE THEN PARTICIPATING COMPANIES.
(II)
"PERFORMANCE AWARD" MEANS AN AWARD OF PERFORMANCE SHARES OR
PERFORMANCE UNITS.
(JJ)
"PERFORMANCE AWARD FORMULA" MEANS, FOR ANY PERFORMANCE AWARD, A
FORMULA OR TABLE ESTABLISHED BY THE COMMITTEE PURSUANT TO SECTION 10.3 WHICH
PROVIDES THE BASIS FOR COMPUTING THE VALUE OF A PERFORMANCE AWARD AT ONE OR MORE
THRESHOLD LEVELS OF ATTAINMENT OF THE APPLICABLE PERFORMANCE GOAL(S) MEASURED AS
OF THE END OF THE APPLICABLE PERFORMANCE PERIOD.
(KK)
"PERFORMANCE-BASED COMPENSATION" MEANS COMPENSATION UNDER AN AWARD
THAT SATISFIES THE REQUIREMENTS OF SECTION 162(M) FOR CERTAIN PERFORMANCE-BASED
COMPENSATION PAID TO COVERED EMPLOYEES.
(LL)
"PERFORMANCE GOAL" MEANS A PERFORMANCE GOAL ESTABLISHED BY THE
COMMITTEE PURSUANT TO SECTION 10.3.
(MM)
"PERFORMANCE PERIOD" MEANS A PERIOD ESTABLISHED BY THE COMMITTEE
PURSUANT TO SECTION 10.3 AT THE END OF WHICH ONE OR MORE PERFORMANCE GOALS ARE
TO BE MEASURED.
(NN)
"PERFORMANCE SHARE" MEANS A BOOKKEEPING ENTRY REPRESENTING A RIGHT
GRANTED TO A PARTICIPANT PURSUANT TO SECTION 10 TO RECEIVE A PAYMENT EQUAL TO
THE VALUE OF A PERFORMANCE SHARE, AS DETERMINED BY THE COMMITTEE, BASED ON
PERFORMANCE.
(OO)
"PERFORMANCE UNIT" MEANS A BOOKKEEPING ENTRY REPRESENTING A RIGHT
GRANTED TO A