ANOTHER FILING, AND PROVIDED FURTHER THAT
SUCH PROSPECTUS CONTAINS SUBSTANTIALLY THE INFORMATION REQUIRED BY
RULE 14A-3(B); OR
4.
THE CORPORATION'S EFFECTIVE 1934 ACT
REGISTRATION STATEMENT CONTAINING AUDITED FINANCIAL STATEMENTS FOR THE LATEST
FISCAL YEAR.
20
APPENDIX
The following definitions shall be in effect under the Plan:
A.
AUTOMATIC OPTION GRANT PROGRAM SHALL MEAN
THE AUTOMATIC OPTION GRANT PROGRAM IN EFFECT UNDER THE PLAN.
B.
BOARD SHALL MEAN THE CORPORATION'S BOARD
OF DIRECTORS.
C.
CHANGE IN CONTROL SHALL MEAN A CHANGE IN
OWNERSHIP OR CONTROL OF THE CORPORATION EFFECTED THROUGH EITHER OF THE FOLLOWING
TRANSACTIONS:
(I)
THE ACQUISITION, DIRECTLY OR INDIRECTLY
BY ANY PERSON OR RELATED GROUP OF PERSONS (OTHER THAN THE CORPORATION OR A
PERSON THAT DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY, OR IS UNDER
COMMON CONTROL WITH, THE CORPORATION), OF BENEFICIAL OWNERSHIP (WITHIN THE
MEANING OF RULE 13D-3 OF THE 1934 ACT) OF SECURITIES POSSESSING MORE THAN FIFTY
PERCENT (50%) OF THE TOTAL COMBINED VOTING POWER OF THE CORPORATION'S
OUTSTANDING SECURITIES PURSUANT TO A TENDER OR EXCHANGE OFFER MADE DIRECTLY TO
THE CORPORATION'S STOCKHOLDERS, OR
(II)
A CHANGE IN THE COMPOSITION OF THE BOARD
OVER A PERIOD OF THIRTY- SIX (36) CONSECUTIVE MONTHS OR LESS SUCH THAT A
MAJORITY OF THE BOARD MEMBERS CEASES, BY REASON OF ONE OR MORE CONTESTED
ELECTIONS FOR BOARD MEMBERSHIP, TO BE COMPRISED OF INDIVIDUALS WHO EITHER
(A) HAVE BEEN BOARD MEMBERS CONTINUOUSLY SINCE THE BEGINNING OF SUCH PERIOD OR
(B) HAVE BEEN ELECTED OR NOMINATED FOR ELECTION AS BOARD MEMBERS DURING SUCH
PERIOD BY AT LEAST A MAJORITY OF THE BOARD MEMBERS DESCRIBED IN CLAUSE (A) WHO
WERE STILL IN OFFICE AT THE TIME THE BOARD APPROVED SUCH ELECTION OR NOMINATION.
D.
COMMON STOCK SHALL MEAN THE CORPORATION'S
COMMON STOCK, WHICH SHALL BE REGISTERED UNDER SECTION 12(G) OF THE 1934 ACT AND
SHALL BE ENTITLED TO ONE-TENTH OF ONE VOTE PER SHARE ON ALL MATTERS SUBJECT TO
STOCKHOLDER APPROVAL.
E.
CODE SHALL MEAN THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED.
F.
CORPORATE TRANSACTION SHALL MEAN EITHER
OF THE FOLLOWING STOCKHOLDER APPROVED TRANSACTIONS TO WHICH THE CORPORATION IS A
PARTY:
(I)
A MERGER OR CONSOLIDATION IN WHICH
SECURITIES POSSESSING MORE THAN FIFTY PERCENT (50%) OF THE TOTAL COMBINED VOTING
POWER OF THE CORPORATION'S OUTSTANDING SECURITIES ARE TRANSFERRED TO A PERSON OR
PERSONS DIFFERENT FROM THE PERSONS HOLDING THOSE SECURITIES IMMEDIATELY PRIOR TO
SUCH TRANSACTION, OR
(II)
THE SALE, TRANSFER OR OTHER DISPOSITION OF
ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS IN COMPLETE LIQUIDATION OR
DISSOLUTION OF THE CORPORATION.
G.
CORPORATION SHALL MEAN ITERIS, INC., A
DELAWARE CORPORATION (FORMERLY KNOWN AS ODETICS, INC. AND ITERIS HOLDINGS, INC.)
AND ITS SUCCESSORS.
H.
DISCRETIONARY OPTION GRANT PROGRAM SHALL
MEAN THE DISCRETIONARY OPTION GRANT PROGRAM IN EFFECT UNDER THE PLAN.
21
I.
ELIGIBLE DIRECTOR SHALL MEAN A
NON-EMPLOYEE BOARD MEMBER ELIGIBLE TO PARTICIPATE IN THE AUTOMATIC OPTION GRANT
PROGRAM IN ACCORDANCE WITH THE ELIGIBILITY PROVISIONS OF ARTICLE ONE.
J.
EMPLOYEE SHALL MEAN AN INDIVIDUAL WHO
IS IN THE EMPLOY OF THE CORPORATION (OR