(W)
PREVIOUSLY ACQUIRED SHARES.
"PREVIOUSLY ACQUIRED SHARES" MEANS
SHARES THAT ARE ALREADY OWNED BY THE PARTICIPANT THAT HAVE BEEN HELD FOR THE
PERIOD OF TIME NECESSARY TO AVOID A CHARGE TO THE COMPANY'S EARNINGS FOR
FINANCIAL REPORTING PURPOSES AND THAT ARE OTHERWISE ACCEPTABLE TO THE COMMITTEE.
(X)
PRIME RATE.
"PRIME RATE" MEANS THE BLOOMBERG PRIME RATE
COMPOSITE ("PRIME RATE BY COUNTRY US - BB COMP").
(Y)
QUALIFIED DIRECTOR.
"QUALIFIED DIRECTOR" MEANS AN INDIVIDUAL WHO
IS A MEMBER OF THE BOARD AND WHO IS NOT AN EMPLOYEE OF THE COMPANY OR ANY
AFFILIATE.
(Z)
QUALIFIED RETIREMENT.
A QUALIFIED DIRECTOR HAS A "QUALIFIED
RETIREMENT" IF HE OR SHE ATTAINED AGE 60 AND HAS COMPLETED FIVE (5) OR MORE
CONTINUOUS YEARS OF SERVICE AS A MEMBER OF THE BOARD.
(AA)
RESTRICTED STOCK.
"RESTRICTED STOCK" HAS THE MEANING PROVIDED IN
SECTION 10.
(BB)
SECURITIES ACT.
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933,
AS AMENDED.
ANY REFERENCE TO A SPECIFIC PROVISION OF THE SECURITIES ACT
INCLUDES A REFERENCE TO THAT PROVISION AS IT MAY BE AMENDED FROM TIME TO TIME
AND TO ANY SUCCESSOR PROVISION.
(CC)
SEPARATION FROM SERVICE.
"SEPARATION FROM SERVICE" MEANS A
TERMINATION OF A PARTICIPANT'S SERVICE WITH THE COMPANY AND ALL AFFILIATES AS A
DIRECTOR AND NON-EMPLOYEE CONSULTANT/ADVISOR, PROVIDED SUCH TERMINATION
CONSTITUTES A "SEPARATION FROM SERVICE" WITHIN THE MEANING OF SECTION 409A OF
THE CODE, OR SUCH OTHER CHANGE IN THE PARTICIPANT'S RELATIONSHIP WITH THE
COMPANY AND ALL AFFILIATES THAT CONSTITUTES A "SEPARATION FROM SERVICE" WITHIN
THE MEANING OF SECTION 409A OF THE CODE.
(DD)
SHARE ACCOUNT.
"SHARE ACCOUNT" MEANS AN ACCOUNT TO WHICH CREDITS
ARE MADE PURSUANT TO SECTION 6(A), OR DEFERRED AMOUNTS ARE CREDITED PURSUANT TO
SECTION 6(B) AND/OR 6(C) AND EARNINGS ARE CREDITED PURSUANT TO
SECTION 6(D)(II) IN SHARE UNITS.
(EE)
SHARE UNIT COMPENSATION.
"SHARE UNIT COMPENSATION" MEANS THE
COMPENSATION PAID TO A QUALIFIED DIRECTOR IN THE FORM OF CREDITS TO HIS OR HER
SHARE ACCOUNT PURSUANT TO SECTION 6(A).
(FF)
SHARE UNITS.
"SHARE UNITS" MEANS A UNIT CREDITED TO A
PARTICIPANT'S SHARE ACCOUNT AT THE DISCRETION OF THE BOARD PURSUANT TO SECTION 6
THAT REPRESENTS THE ECONOMIC EQUIVALENT OF ONE SHARE.
A PARTICIPANT WILL NOT
HAVE
3
ANY RIGHTS AS A STOCKHOLDER WITH RESPECT TO SHARE UNITS UNTIL THE PARTICIPANT IS
DISTRIBUTED SHARES PURSUANT TO SECTION 7.
(GG)
SHARES.
"SHARES" MEANS SHARES OF COMMON STOCK OF THE COMPANY $.01
PAR VALUE PER SHARE ISSUED ON OR AFTER THE EFFECTIVE DATE, OR SUCH OTHER CLASS
OR KIND OF SHARES OR OTHER SECURITIES AS MAY BE APPLICABLE PURSUANT TO
SECTION 3.
(HH)
STOCK APPRECIATION RIGHTS.
"STOCK APPRECIATION RIGHTS" HAS THE
MEANING PROVIDED IN SECTION 9.
(II)
UNFORESEEABLE EMERGENCY.
"UNFORESEEABLE EMERGENCY" MEANS A
SEVERE FINANCIAL HARDSHIP TO THE PARTICIPANT RESULTING FROM AN ILLNESS OR
ACCIDENT OF THE PARTICIPANT, OR HIS OR HER SPOUSE OR DEPENDENT (WITHIN THE
MEANING OF SECTION 152(A) OF THE CODE), LOSS OF THE PARTICIPANT'S PROPERTY DUE
TO CASUALTY, OR OTHER SIMILAR EXTRAORDINARY AND UNFORESEEABLE CIRCUMSTANCES
ARISING AS A RESULT OF EVENTS BEYOND THE CONTROL OF THE PARTICIPANT