THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, AND ANY SUCCESSOR PROVISIONS THERETO.
1.8
"COMMON STOCK" MEANS THE COMMON STOCK
OF THE COMPANY.
1.9
"COMPANY" MEANS COMBIMATRIX
CORPORATION, A DELAWARE CORPORATION, AND, EXCEPT IN DETERMINING UNDER
SECTION 1.5 HEREOF WHETHER OR NOT ANY CHANGE OF CONTROL HAS OCCURRED, SHALL
INCLUDE ANY SUCCESSOR TO ITS BUSINESS AND/OR ASSETS.
1.10
"DATE OF TERMINATION" MEANS THE DATE OF A
PARTICIPANT'S TERMINATION OF EMPLOYMENT WITH THE PARTICIPATING COMPANY GROUP AS
DETERMINED IN ACCORDANCE WITH SECTION 3.6.
1.11
"DISABILITY" MEANS A PARTICIPANT'S
(A) INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS WHICH CAUSES SUCH PARTICIPANT'S
ABSENCE FROM THE FULL-TIME PERFORMANCE OF HIS OR HER DUTIES WITH THE
PARTICIPATING COMPANY GROUP FOR SIX (6) CONSECUTIVE MONTHS AND (B) SUCH
PARTICIPANT'S FAILURE TO RETURN TO FULL-TIME PERFORMANCE OF HIS OR HER DUTIES
FOR THE PARTICIPATING COMPANY GROUP WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE
OF TERMINATION DUE TO DISABILITY IS GIVEN TO A PARTICIPANT.
ANY QUESTION AS TO
THE EXISTENCE OF DISABILITY UPON WHICH A PARTICIPANT AND THE PARTICIPATING
COMPANY GROUP CANNOT AGREE SHALL BE DETERMINED BY A QUALIFIED INDEPENDENT
PHYSICIAN SELECTED BY THE PARTICIPANT (OR, IF SUCH PARTICIPANT IS NOT ABLE TO
SELECT A PHYSICIAN, SUCH SELECTION SHALL BE MADE BY ANY ADULT MEMBER OF THE
PARTICIPANT'S IMMEDIATE FAMILY), AND APPROVED BY THE PARTICIPATING COMPANY
GROUP.
THE DETERMINATION OF SUCH PHYSICIAN MADE IN WRITING TO THE PARTICIPATING
COMPANY GROUP SHALL BE FINAL AND CONCLUSIVE FOR ALL PURPOSES OF THIS PLAN
1.12
"EFFECTIVE DATE" MEANS NOVEMBER 10, 2009.
2
1.13
"EQUITY AWARDS" MEANS OPTIONS, STOCK
APPRECIATION RIGHTS, STOCK PURCHASE RIGHTS, RESTRICTED STOCK, STOCK BONUSES AND
OTHER AWARDS WHICH CONSIST OF, OR RELATE TO, EQUITY SECURITIES OF THE COMPANY,
IN EACH CASE WHICH HAVE BEEN GRANTED TO A PARTICIPANT UNDER THE EQUITY PLANS.
FOR PURPOSES OF THIS PLAN, EQUITY AWARDS SHALL ALSO INCLUDE ANY SHARES OF COMMON
STOCK OR OTHER SECURITIES ISSUED PURSUANT TO THE TERMS OF AN EQUITY AWARD.
1.14
"EQUITY PLANS" MEANS THE COMBIMATRIX
CORPORATION 2006 STOCK INCENTIVE PLAN, AND ANY OTHER EQUITY-BASED INCENTIVE PLAN
OR ARRANGEMENT ADOPTED OR ASSUMED BY THE COMPANY, AND ANY FUTURE EQUITY-BASED
INCENTIVE PLAN OR ARRANGEMENT ADOPTED OR ASSUMED BY THE COMPANY, BUT SHALL NOT
INCLUDE ANY EMPLOYEE STOCK PURCHASE PLAN OR ANY OTHER PLAN INTENDED TO BE
QUALIFIED UNDER SECTION 423 OF THE CODE.
1.15
"ERISA" MEANS THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED.
1.16
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, AND ANY SUCCESSOR PROVISIONS THERETO.
1.17
"GOOD REASON" MEANS A PARTICIPANT'S
RESIGNATION OF EMPLOYMENT DURING THE TERM AS A RESULT OF ANY OF THE FOLLOWING:
(A)
A MEANINGFUL AND DETRIMENTAL ALTERATION IN SUCH
PARTICIPANT'S POSITION, TITLES, OR THE NATURE OR STATUS OF RESPONSIBILITIES
(INCLUDING REPORTING RESPONSIBILITIES) FROM THOSE IN EFFECT IMMEDIATELY PRIOR TO
THE CHANGE OF CONTROL DATE;
(B)
A REDUCTION BY THE PARTICIPATING COMPANY GROUP IN SUCH
PARTICIPANT'S BASE SALARY AS IN EFFECT IMMEDIATELY PRIOR TO THE CHANGE OF
CONTROL DATE OR AS THE SAME MAY BE INCREASED FROM TIME