SPECIFIED IN SUCH EMPLOYMENT AGREEMENT.
(Z)
"STOCKHOLDERS AGREEMENT" MEANS THE STOCKHOLDERS AGREEMENT, DATED AS OF MAY
27, 2004, BY AND AMONG THE COMPANY, THE OTHER PARTIES THERETO AND EACH OTHER
PERSON WHO BECOMES A PARTY THERETO, AS AMENDED OR SUPERSEDED FROM TIME TO TIME.
(AA)
"SUBSCRIPTION AGREEMENT" MEANS THE SUBSCRIPTION AGREEMENT, SUBSTANTIALLY
IN THE FORM ATTACHED HERETO AS EXHIBIT B OR SUCH OTHER FORM AS THE BOARD SHALL
APPROVE, TO BE ENTERED INTO BY THE COMPANY AND THE PARTICIPANT IN CONNECTION
WITH THE PURCHASE BY A PARTICIPANT OF ANY SHARES OF COMMON STOCK UPON THE
EXERCISE OF ANY OPTION GRANTED HEREUNDER.
(BB)
"SUBSIDIARY" MEANS ANY CORPORATION IN WHICH THE COMPANY OWNS, DIRECTLY OR
INDIRECTLY, STOCK REPRESENTING 50% OR MORE OF THE COMBINED VOTING POWER OF ALL
CLASSES OF STOCK ENTITLED TO VOTE, AND ANY OTHER BUSINESS ORGANIZATION,
4
REGARDLESS OF FORM, IN WHICH THE COMPANY POSSESSES, DIRECTLY OR INDIRECTLY, 50%
OR MORE OF THE TOTAL COMBINED EQUITY INTERESTS IN SUCH ORGANIZATION.
(CC)
"TERMINATION CALL RIGHT" SHALL HAVE THE MEANING SPECIFIED IN SECTION
6.6(A).
SECTION 2.2
GENDER AND NUMBER.
EXCEPT WHEN OTHERWISE INDICATED BY THE CONTEXT,
WORDS IN THE MASCULINE GENDER USED IN THE PLAN SHALL INCLUDE THE FEMININE
GENDER, THE SINGULAR SHALL INCLUDE THE PLURAL, AND THE PLURAL SHALL INCLUDE THE
SINGULAR.
ARTICLE III
ELIGIBILITY
Participants in the Plan shall be those Employees selected by the Board to
participate in the Plan.
The selection of an Employee as a Participant shall
neither entitle such Employee to, nor disqualify such Employee from,
participation in any other incentive plan of the Company.
ARTICLE IV
ADMINISTRATION
SECTION 4.1
POWER TO GRANT AND ESTABLISH TERMS OF AWARDS.
THE BOARD SHALL HAVE
THE DISCRETIONARY AUTHORITY, SUBJECT TO THE TERMS OF THE PLAN, TO DETERMINE THE
EMPLOYEES TO WHOM OPTIONS SHALL BE GRANTED AND THE TERMS AND CONDITIONS OF SUCH
OPTIONS INCLUDING, BUT NOT LIMITED TO, THE NUMBER OF SHARES OF COMMON STOCK
SUBJECT TO OPTIONS, THE TIME OR TIMES AT WHICH OPTIONS SHALL BE GRANTED, AND THE
TERMS AND CONDITIONS OF THE OPTION AGREEMENTS.
SECTION 4.2
ADMINISTRATION.
THE BOARD SHALL BE RESPONSIBLE FOR THE
ADMINISTRATION OF THE PLAN.
THE BOARD SHALL HAVE DISCRETIONARY AUTHORITY TO
PRESCRIBE, AMEND AND RESCIND RULES AND REGULATIONS RELATING TO THE PLAN, TO
PROVIDE FOR CONDITIONS DEEMED NECESSARY OR ADVISABLE TO PROTECT THE INTERESTS OF
THE COMPANY AND THE SUBSIDIARIES, TO INTERPRET THE PLAN AND TO MAKE ALL OTHER
DETERMINATIONS NECESSARY OR ADVISABLE FOR THE ADMINISTRATION AND INTERPRETATION
OF THE PLAN AND TO CARRY OUT ITS PROVISIONS AND PURPOSES.
ANY DETERMINATION,
INTERPRETATION OR OTHER ACTION MADE OR TAKEN (INCLUDING ANY FAILURE TO MAKE ANY
DETERMINATION OR INTERPRETATION, OR TAKE ANY OTHER ACTION) BY THE BOARD PURSUANT
TO THE PROVISIONS OF THE PLAN SHALL BE FINAL, BINDING AND CONCLUSIVE FOR ALL
PURPOSES AND UPON ALL PERSONS, AND SHALL BE GIVEN DEFERENCE IN ANY PROCEEDING
WITH RESPECT THERETO.
THE BOARD MAY CONSULT WITH LEGAL COUNSEL, WHO MAY BE
COUNSEL TO THE COMPANY, AND SHALL NOT INCUR ANY LIABILITY FOR ANY ACTION TAKEN