PRACTICABLE FOLLOWING THE PARTICIPANT'S DEATH.
2.5 BOARD
BOARD MEANS THE COMPANY'S BOARD OF DIRECTORS.
2.6 CHANGE IN CONTROL
CHANGE IN CONTROL MEANS ANY TRANSFER OF CONTROL OF THE COMPANY BY ACQUISITION,
MERGER, HOSTILE TAKEOVER OR FOR ANY OTHER REASON WHATSOEVER WHICH ALSO QUALIFIES
AS A "CHANGE IN THE OWNERSHIP OR EFFECTIVE CONTROL OF THE CORPORATION, OR IN THE
OWNERSHIP OF A SUBSTANTIAL PORTION OF THE ASSETS OF THE CORPORATION" UNDER CODE
SECTION 409A(A)(2)(A)(V).
2.7 CODE
CODE MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR AS IT MAY BE
AMENDED FROM TIME TO TIME. A REFERENCE TO A PARTICULAR SECTION OF THE CODE SHALL
ALSO BE DEEMED TO REFER TO THE REGULATIONS UNDER THAT SECTION.
2.8 COMMITTEE
COMMITTEE MEANS THE COMPENSATION COMMITTEE OF THE BOARD.
2.9 COMPANY
COMPANY MEANS UNITED THERAPEUTICS CORPORATION, OR ANY SUCCESSOR THERETO THAT
AGREES TO ADOPT AND CONTINUE THIS PLAN.
2.10 COMPENSATION
COMPENSATION MEANS THE PARTICIPANT'S GROSS BASE SALARY FROM THE COMPANY AND ITS
AFFILIATES.
2.11 COMPETING PRODUCT
COMPETING PRODUCT MEANS ANY PRODUCT, SYSTEM, OR SERVICE, IN EXISTENCE OR UNDER
DEVELOPMENT, OF ANY PERSON OR ORGANIZATION OTHER THAN THE COMPANY WHICH IS THE
SAME AS, SIMILAR TO, COMPETES WITH, OR HAS A USAGE ALLIED TO A PRODUCT, PROCESS,
SYSTEM, OR SERVICE OFFERED BY THE COMPANY DURING THE THREE-YEAR PERIOD PRECEDING
THE PARTICIPANT'S TERMINATION OF SERVICE, OR WHICH WAS UNDER DEVELOPMENT BY THE
COMPANY AT THE TIME OF THE PARTICIPANT'S TERMINATION OF SERVICE.
2.12 COMPETING ORGANIZATION
COMPETING ORGANIZATION MEANS ANY PERSON OR ORGANIZATION WHICH IS ENGAGED IN, OR
ABOUT TO BECOME ENGAGED IN, RESEARCH ON, OR DEVELOPMENT, PRODUCTION, MARKETING,
LEASING, SELLING, LICENSING, OR SERVICING OF, A COMPETING PRODUCT.
2.13 CONFIDENTIAL INFORMATION
CONFIDENTIAL INFORMATION MEANS ANY INFORMATION OF WHATEVER KIND OR FORM,
INCLUDING WITHOUT LIMITATION: AN IDEA, INVENTION, CONCEPT, FORMULA, COMPUTER
PROGRAM, ALGORITHM, RESEARCH, DEVICE, METHOD, TECHNIQUE, DESIGN, MANUFACTURING
PROCESS, KNOW HOW, INTERNAL PROCEDURE OR METHOD OF OPERATION, PROCESS, PLAN,
PROJECT, PICTURE, DRAWING, LISTS OF CUSTOMERS, CONTRACTS, CONTRACTORS OR
VENDORS, BUSINESS OR FINANCIAL DATA, PLANS OR ACCOUNTS, PRICING STRATEGIES,
PURCHASING DATA AND/OR REPORTS, MARKETING DATA AND/OR REPORTS, BUSINESS
RELATIONSHIPS, CONTRACTUAL RIGHTS, LISTS OF ACTUAL OR PROSPECTIVE INVESTORS,
INDUSTRIAL OR STRATEGIC PARTNERS AND CONSULTANTS, TRADE SECRETS, AND OTHER
PROPRIETARY INFORMATION OF THE COMPANY THAT BECAME KNOWN TO THE PARTICIPANT, OR
WAS DEVELOPED, EXAMINED, ENHANCED, OR MODIFIED BY THE PARTICIPANT AS A RESULT OF
OR DURING THE COURSE OF THE PARTICIPANT'S EMPLOYMENT WITH THE COMPANY. HOWEVER,
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE:
(A)
INFORMATION THAT IS OR BECOMES KNOWN TO THE GENERAL PUBLIC IN A
MANNER OTHER THAN DISCLOSURE BY THE PARTICIPANT;
(B)
INFORMATION THAT IS CUSTOMARILY DISCLOSED TO OTHERS WITHOUT
RESTRICTION ON SUBSEQUENT DISCLOSURE;
(C)
INFORMATION THAT IS OBTAINED BY THE PARTICIPANT FROM A THIRD
PARTY WITHOUT AN ACCOMPANYING DISCLOSURE BY THE PARTICIPANT OF CONFIDENTIAL
INFORMATION AND WITHOUT RESTRICTION ON SUBSEQUENT DISCLOSURE; OR
(D)
INFORMATION TO THE LIMITED EXTENT THAT DISCLOSURE IS EXPRESSLY
REQUIRED BY JUDICIAL OR ADMINISTRATIVE ORDER, OR AS OTHERWISE REQUIRED BY LAW,
PROVIDED THAT THE PARTICIPANT GIVES IMMEDIATE NOTICE TO THE COMPANY PRIOR TO