1934 ACT.
BB.
SECTION 16 INSIDER SHALL MEAN AN OFFICER OR
DIRECTOR OF THE CORPORATION SUBJECT TO THE SHORT SWING PROFIT LIABILITIES OF
SECTION 16 OF THE 1934 ACT.
CC.
SERVICE SHALL MEAN THE PERFORMANCE OF SERVICES
FOR THE CORPORATION (OR ANY PARENT OR SUBSIDIARY) BY A PERSON IN THE CAPACITY OF
AN EMPLOYEE, A NON-EMPLOYEE MEMBER OF THE BOARD OF DIRECTORS OR A CONSULTANT OR
INDEPENDENT ADVISOR, EXCEPT TO THE EXTENT OTHERWISE SPECIFICALLY PROVIDED IN THE
DOCUMENTS EVIDENCING THE OPTION GRANT OR STOCK ISSUANCE.
DD.
STOCK EXCHANGE SHALL MEAN EITHER THE AMERICAN
STOCK EXCHANGE OR THE NEW YORK STOCK EXCHANGE.
EE.
STOCK ISSUANCE AGREEMENT SHALL MEAN THE
AGREEMENT ENTERED INTO BY THE CORPORATION AND THE PARTICIPANT AT THE TIME OF
ISSUANCE OF SHARES OF COMMON STOCK UNDER THE STOCK ISSUANCE PROGRAM.
FF.
STOCK ISSUANCE PROGRAM SHALL MEAN THE STOCK
ISSUANCE PROGRAM IN EFFECT UNDER THE PLAN.
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GG.
SUBSIDIARY SHALL MEAN ANY CORPORATION (OTHER
THAN THE CORPORATION) IN AN UNBROKEN CHAIN OF CORPORATIONS BEGINNING WITH THE
CORPORATION, PROVIDED EACH CORPORATION (OTHER THAN THE LAST CORPORATION) IN THE
UNBROKEN CHAIN OWNS, AT THE TIME OF THE DETERMINATION, 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.
HH.
TAKEOVER PRICE SHALL MEAN THE GREATER OF (I) THE
FAIR MARKET VALUE PER SHARE OF COMMON STOCK ON THE DATE THE OPTION IS
SURRENDERED TO THE CORPORATION IN CONNECTION WITH A HOSTILE TAKEOVER OR (II) THE
HIGHEST REPORTED PRICE PER SHARE OF COMMON STOCK PAID BY THE TENDER OFFEROR IN
EFFECTING SUCH HOSTILE TAKEOVER.
HOWEVER, IF THE SURRENDERED OPTION IS AN
INCENTIVE OPTION, THE TAKEOVER PRICE SHALL NOT EXCEED THE CLAUSE (I) PRICE PER
SHARE.
II.
10% SHAREHOLDER SHALL MEAN THE OWNER OF
STOCK (AS DETERMINED UNDER CODE SECTION 424(D)) POSSESSING MORE THAN TEN PERCENT
(10%) OF THE TOTAL COMBINED VOTING POWER OF ALL CLASSES OF STOCK OF THE
CORPORATION (OR ANY PARENT OR SUBSIDIARY).
JJ.
UNDERWRITING AGREEMENT SHALL MEAN THE
AGREEMENT BETWEEN THE CORPORATION AND THE UNDERWRITER OR UNDERWRITERS MANAGING
THE INITIAL PUBLIC OFFERING OF THE COMMON STOCK.
KK.
UNDERWRITING DATE SHALL MEAN THE DATE ON WHICH THE
UNDERWRITING AGREEMENT IS EXECUTED AND PRICED IN CONNECTION WITH AN INITIAL
PUBLIC OFFERING OF THE COMMON STOCK.
LL.
WITHHOLDING TAXES SHALL MEAN THE FEDERAL,
STATE AND LOCAL INCOME AND EMPLOYMENT WITHHOLDING TAXES TO WHICH THE HOLDER OF
NONSTATUTORY OPTIONS OR UNVESTED SHARES OF COMMON STOCK MAY BECOME SUBJECT IN
CONNECTION WITH THE EXERCISE OF THOSE OPTIONS OR THE VESTING OF THOSE SHARES.
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