SHARES FOR WHICH THE HOLDER THEREOF HAS
GOOD TITLE, FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES, AND WHICH SUCH HOLDER
EITHER (I) HAS HELD FOR AT LEAST SIX MONTHS OR (II) HAS PURCHASED ON THE OPEN
MARKET.
2.30
"MINIMUM CONSIDERATION" MEANS $.01 PER SHARE OR SUCH OTHER
AMOUNT THAT IS FROM TIME TO TIME CONSIDERED TO BE CAPITAL FOR PURPOSES OF
SECTION 154 OF THE DELAWARE GENERAL CORPORATION LAW.
2.31
"OPTION" MEANS AN OPTION GRANTED UNDER ARTICLE 6 OF THE PLAN.
2.32
"OPTION PRICE" MEANS THE PRICE AT WHICH A SHARE MAY BE
PURCHASED BY A GRANTEE PURSUANT TO AN OPTION.
2.33
"OPTION TERM" MEANS THE PERIOD BEGINNING ON THE GRANT DATE OF
AN OPTION AND ENDING ON THE EXPIRATION DATE OF SUCH OPTION, AS SPECIFIED IN THE
AWARD AGREEMENT FOR SUCH OPTION AND AS MAY, CONSISTENT WITH THE PROVISIONS OF
THE PLAN, BE EXTENDED FROM TIME TO TIME BY THE COMMITTEE PRIOR TO THE EXPIRATION
DATE OF SUCH OPTION THEN IN EFFECT.
2.34
"OUTSIDE DIRECTOR" MEANS A MEMBER OF THE BOARD WHO IS NOT AN
EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY AND WHO MEETS THE OTHER REQUIREMENTS
TO BE AN OUTSIDE DIRECTOR (AS THAT TERM IS DEFINED FOR PURPOSES OF THE
REGULATIONS UNDER CODE SECTION 162(M)).
2.35
"PERFORMANCE-BASED EXCEPTION" MEANS THE PERFORMANCE-BASED
EXCEPTION FROM THE TAX DEDUCTIBILITY LIMITATIONS OF CODE SECTION 162(M).
2.36
"PERFORMANCE PERIOD" HAS THE MEANING SET FORTH IN SECTION
9.2.
6
2.37
"PERFORMANCE SHARE" OR "PERFORMANCE UNIT" HAS THE MEANING SET
FORTH IN ARTICLE 9.
2.38
"PERIOD OF RESTRICTION" MEANS THE PERIOD DURING WHICH THE
TRANSFER OF RESTRICTED SHARES IS LIMITED IN SOME WAY (THE LENGTH OF THE PERIOD
BEING BASED ON THE PASSAGE OF TIME, THE ACHIEVEMENT OF PERFORMANCE GOALS, OR
UPON THE OCCURRENCE OF OTHER EVENTS AS DETERMINED BY THE COMMITTEE), AND THE
SHARES ARE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE, AS PROVIDED IN ARTICLE
8.
2.39
"PERSON" SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM IN
SECTION 3(A)(9) OF THE EXCHANGE ACT AND USED IN SECTIONS 13(D) AND 14(D)
THEREOF, INCLUDING A "GROUP" AS DEFINED IN SECTION 13(D) THEREOF.
2.40
"PLAN" HAS THE MEANING SET FORTH IN SECTION 1.1.
2.41
"REQUIRED WITHHOLDING" HAS THE MEANING SET FORTH IN ARTICLE
16.
2.42
"RESTRICTED SHARES" MEANS SHARES OR SHARE UNITS THAT ARE
SUBJECT TO FORFEITURE IF THE GRANTEE DOES NOT SATISFY THE CONDITIONS SPECIFIED
IN THE AWARD AGREEMENT APPLICABLE TO SUCH SHARES OR SHARE UNITS.
2.43
"RETIREMENT" MEANS, FOR ANY GRANTEE WHO IS A DIRECTOR OF THE
COMPANY OR AN EMPLOYEE, TERMINATION OF AFFILIATION BY THE GRANTEE UPON EITHER
(I) HAVING BOTH ATTAINED AGE FIFTY-FIVE (55) AND COMPLETED AT LEAST TEN (10)
YEARS OF SERVICE WITH THE COMPANY OR A SUBSIDIARY OR A CONSOLIDATED SUBSIDIARY,
INCLUDING ANY YEARS OF SERVICE SUCH EMPLOYEE MAY HAVE HAD WITH KCSI OR
(II) MEETING SUCH OTHER REQUIREMENTS AS MAY BE SPECIFIED BY THE COMMITTEE.
2.44
"RULE 16B-3" MEANS RULE 16B-3 PROMULGATED BY THE SEC UNDER
THE EXCHANGE ACT, AS AMENDED FROM TIME TO TIME, TOGETHER