TERMINATIONS OF
EMPLOYMENT OR SERVICES.
(N)
"EXCHANGE ACT" SHALL MEAN THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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(O)
"FAIR MARKET VALUE" SHALL MEAN, WITH RESPECT TO ANY PROPERTY, THE MARKET
VALUE OF SUCH PROPERTY DETERMINED BY SUCH METHODS OR PROCEDURES AS SHALL BE
ESTABLISHED FROM TIME TO TIME BY THE COMMITTEE.
UNLESS OTHERWISE DETERMINED BY
THE COMMITTEE, THE FAIR MARKET VALUE OF SHARES AS OF ANY DATE SHALL BE THE
AVERAGE OF THE HIGH AND LOW TRADING PRICES FOR THE SHARES AS REPORTED ON THE NEW
YORK STOCK EXCHANGE (OR ON ANY NATIONAL SECURITIES EXCHANGE ON THE SHARES ARE
THEN LISTED) FOR THAT DATE OR, IF NO SUCH PRICES ARE REPORTED FOR THAT DATE, THE
AVERAGE OF THE HIGH AND LOW TRADING PRICES ON THE NEXT PRECEDING DATE FOR WHICH
SUCH PRICES WERE REPORTED.
(P)
"FAMILY MEMBER" SHALL MEAN 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, INCLUDING ADOPTIVE RELATIONSHIPS, ANY PERSON SHARING THE
PARTICIPANT'S HOUSEHOLD (OTHER THAN A TENANT OR EMPLOYEE), A TRUST IN WHICH
THESE PERSONS HAVE MORE THAN FIFTY PERCENT OF THE BENEFICIAL INTEREST, A
FOUNDATION IN WHICH THESE PERSONS (OR THE PARTICIPANT) CONTROL THE MANAGEMENT OF
ASSETS, AND ANY OTHER ENTITY IN WHICH THESE PERSONS (OR THE PARTICIPANT) OWN
MORE THAN FIFTY PERCENT OF THE VOTING INTERESTS.
(Q)
"INCENTIVE STOCK OPTION" SHALL MEAN AN OPTION GRANTED UNDER SECTION 6 THAT
IS INTENDED TO MEET THE REQUIREMENTS OF SECTION 422 OF THE CODE OR ANY SUCCESSOR
PROVISION THERETO.
(R)
"INDIVIDUAL AGREEMENT" SHALL MEAN A WRITTEN EMPLOYMENT OR CONSULTING
AGREEMENT BETWEEN THE PARTICIPANT AND THE COMPANY OR AN AFFILIATE.
(S)
"NON-EMPLOYEE DIRECTOR" SHALL HAVE THE MEANING SET FORTH IN RULE
16B-3(B)(3) PROMULGATED UNDER THE EXCHANGE ACT, OR ANY SUCCESSOR DEFINITION
ADOPTED BY THE SECURITIES AND EXCHANGE COMMISSION.
(T)
"NONSTATUTORY STOCK OPTION" SHALL MEAN AN OPTION GRANTED UNDER SECTION 6
THAT IS NOT INTENDED TO BE AN INCENTIVE STOCK OPTION.
(U)
"OPTION" SHALL MEAN ANY RIGHT GRANTED TO A PARTICIPANT UNDER THE PLAN
ALLOWING SUCH PARTICIPANT TO PURCHASE SHARES AT SUCH PRICE OR PRICES AND DURING
SUCH PERIOD OR PERIODS AS THE COMMITTEE SHALL DETERMINE.
(V)
"OTHER STOCK UNIT AWARD" SHALL MEAN ANY RIGHT GRANTED TO A PARTICIPANT BY
THE COMMITTEE PURSUANT TO SECTION 10.
(W)
"PARTICIPANT" SHALL MEAN A DIRECTOR OR AN EMPLOYEE WHO IS SELECTED BY THE
COMMITTEE TO RECEIVE AN AWARD UNDER THE PLAN.
(X)
"PERFORMANCE AWARD" SHALL MEAN ANY AWARD OF PERFORMANCE SHARES OR
PERFORMANCE UNITS PURSUANT TO SECTION 9.
(Y)
"PERFORMANCE PERIOD" SHALL MEAN THAT PERIOD ESTABLISHED BY THE COMMITTEE
AT THE TIME ANY PERFORMANCE AWARD IS GRANTED OR AT ANY TIME THEREAFTER DURING
WHICH ANY PERFORMANCE GOALS SPECIFIED BY THE COMMITTEE WITH RESPECT TO SUCH
AWARD ARE TO BE MEASURED.
(Z)
"PERFORMANCE SHARE" SHALL MEAN ANY GRANT PURSUANT TO SECTION 9 OF A UNIT
VALUED BY REFERENCE TO A DESIGNATED NUMBER OF SHARES, WHICH VALUE MAY BE PAID TO
THE PARTICIPANT BY
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DELIVERY OF SUCH PROPERTY