EXCHANGE OR A NATIONAL MARKET SYSTEM, INCLUDING, WITHOUT
LIMITATION, THE NASDAQ NATIONAL MARKET OR THE NASDAQ SMALLCAP MARKET OF THE
NASDAQ STOCK MARKET, ITS FAIR MARKET VALUE SHALL BE THE CLOSING SALES PRICE FOR
A SHARE OF SUCH STOCK (OR THE CLOSING BID, IF NO SALES WERE REPORTED) AS QUOTED
ON SUCH EXCHANGE OR SYSTEM FOR THE LAST MARKET TRADING DAY PRIOR TO THE TIME OF
DETERMINATION, AS REPORTED IN THE WALL STREET JOURNAL OR SUCH OTHER SOURCE AS
THE ADMINISTRATOR DEEMS RELIABLE;
2
(II)
IF THE COMMON STOCK IS REGULARLY QUOTED BY
A RECOGNIZED SECURITIES DEALER BUT SELLING PRICES ARE NOT REPORTED, ITS FAIR
MARKET VALUE SHALL BE THE MEAN BETWEEN THE HIGH BID AND LOW ASKED PRICES FOR A
SHARE OF THE COMMON STOCK ON THE LAST MARKET TRADING DAY PRIOR TO THE DAY OF
DETERMINATION; OR
(III)
IN THE ABSENCE OF AN ESTABLISHED MARKET FOR
THE COMMON STOCK, THE FAIR MARKET VALUE THEREOF SHALL BE DETERMINED IN GOOD
FAITH BY THE ADMINISTRATOR.
(S)
"HOLDER" MEANS A PERSON WHO HAS BEEN
GRANTED OR AWARDED AN AWARD OR WHO HOLDS SHARES ACQUIRED PURSUANT TO THE
EXERCISE OF AN AWARD.
(T)
"INCENTIVE STOCK OPTION" MEANS AN OPTION
INTENDED TO QUALIFY AS AN INCENTIVE STOCK OPTION WITHIN THE MEANING OF
SECTION 422 OF THE CODE AND WHICH IS DESIGNATED AS AN INCENTIVE STOCK OPTION BY
THE ADMINISTRATOR.
(U)
"INDEPENDENT DIRECTOR" MEANS A DIRECTOR WHO
IS NOT AN EMPLOYEE OF THE COMPANY.
(V)
"LEAD DIRECTOR" SHALL MEAN THE LEAD
INDEPENDENT DIRECTOR APPOINTED BY THE BOARD.
(W)
"NON-QUALIFIED STOCK OPTION" MEANS AN OPTION
(OR PORTION THEREOF) THAT IS NOT DESIGNATED AS AN INCENTIVE STOCK OPTION BY THE
ADMINISTRATOR, OR WHICH IS DESIGNATED AS AN INCENTIVE STOCK OPTION BY THE
ADMINISTRATOR BUT FAILS TO QUALIFY AS AN INCENTIVE STOCK OPTION WITHIN THE
MEANING OF SECTION 422 OF THE CODE.
(X)
"OFFICER" MEANS A PERSON WHO IS AN OFFICER
OF THE COMPANY WITHIN THE MEANING OF SECTION 16 OF THE EXCHANGE ACT AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER.
(Y)
"OPTION" MEANS A STOCK OPTION GRANTED
PURSUANT TO THE PLAN.
(Z)
"OPTION AGREEMENT" MEANS A WRITTEN
AGREEMENT BETWEEN THE COMPANY AND A HOLDER EVIDENCING THE TERMS AND CONDITIONS
OF AN INDIVIDUAL OPTION GRANT.
THE OPTION AGREEMENT IS SUBJECT TO THE TERMS AND
CONDITIONS OF THE PLAN.
(AA)
"PARENT" MEANS ANY CORPORATION, WHETHER NOW OR
HEREAFTER EXISTING (OTHER THAN THE COMPANY), IN AN UNBROKEN CHAIN OF
CORPORATIONS ENDING WITH THE COMPANY IF EACH OF THE CORPORATIONS OTHER THAN THE
LAST CORPORATION IN THE UNBROKEN CHAIN OWNS STOCK POSSESSING MORE THAN FIFTY
PERCENT OF THE TOTAL COMBINED VOTING POWER OF ALL CLASSES OF STOCK IN ONE OF THE
OTHER CORPORATIONS IN SUCH CHAIN.
(BB)
"PERFORMANCE SHARE" MEANS A RIGHT GRANTED TO A
HOLDER PURSUANT TO SECTION 17, TO RECEIVE CASH, STOCK, OR OTHER AWARDS, THE
PAYMENT OF WHICH IS CONTINGENT UPON ACHIEVING CERTAIN PERFORMANCE GOALS
ESTABLISHED BY THE COMMITTEE.
(CC)
"PLAN" MEANS THE CONCEPTUS, INC. FIFTH AMENDED
AND RESTATED 2001 EQUITY INCENTIVE PLAN.
3
(DD)