ADMINISTRATOR IN ITS DISCRETION MAY DETERMINE
WHETHER A PERMANENT AND TOTAL DISABILITY EXISTS IN ACCORDANCE WITH UNIFORM AND
NON-DISCRIMINATORY STANDARDS ADOPTED BY THE ADMINISTRATOR FROM TIME TO TIME.
(S)
"EARNINGS PER SHARE" MEANS AS TO ANY PERFORMANCE PERIOD, THE
COMPANY'S NET INCOME OR A BUSINESS UNIT'S PRO FORMA NET INCOME, DIVIDED BY A
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING AND DILUTIVE COMMON EQUIVALENT
SHARES DEEMED OUTSTANDING.
(T)
"EMPLOYEE" MEANS ANY PERSON, INCLUDING OFFICERS AND DIRECTORS,
EMPLOYED BY THE COMPANY OR ITS AFFILIATES.
NEITHER SERVICE AS A DIRECTOR NOR
PAYMENT OF A DIRECTOR'S FEE BY THE COMPANY WILL BE SUFFICIENT TO CONSTITUTE
"EMPLOYMENT" BY THE COMPANY.
(U)
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
(V)
"FAIR MARKET VALUE" MEANS, AS OF ANY DATE, THE VALUE OF COMMON
STOCK AS THE ADMINISTRATOR MAY DETERMINE IN GOOD FAITH BY REFERENCE TO THE PRICE
OF SUCH STOCK ON ANY ESTABLISHED STOCK EXCHANGE OR A NATIONAL MARKET SYSTEM ON
THE DAY OF DETERMINATION IF THE COMMON STOCK IS SO LISTED ON ANY ESTABLISHED
STOCK EXCHANGE OR A NATIONAL MARKET SYSTEM.
IF THE COMMON STOCK IS NOT LISTED
ON ANY ESTABLISHED STOCK EXCHANGE OR A NATIONAL MARKET SYSTEM, THE VALUE OF THE
COMMON STOCK WILL BE DETERMINED BY THE ADMINISTRATOR IN GOOD FAITH.
(W)
"FISCAL YEAR" MEANS THE FISCAL YEAR OF THE COMPANY.
(X)
"INCENTIVE STOCK OPTION" MEANS AN OPTION THAT BY ITS TERMS
QUALIFIES AND IS OTHERWISE INTENDED TO QUALIFY AS AN INCENTIVE STOCK OPTION
WITHIN THE MEANING OF SECTION 422 OF THE CODE AND THE REGULATIONS PROMULGATED
THEREUNDER.
(Y)
"NET INCOME" MEANS AS TO ANY PERFORMANCE PERIOD, THE INCOME AFTER
TAXES OF THE COMPANY DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES, PROVIDED THAT PRIOR TO THE PERFORMANCE PERIOD, THE ADMINISTRATOR
SHALL DETERMINE WHETHER ANY SIGNIFICANT ITEM(S) SHALL BE INCLUDED OR EXCLUDED
FROM THE CALCULATION OF NET INCOME WITH RESPECT TO ONE OR MORE PARTICIPANTS.
(Z)
"NEW ORDERS" MEANS AS TO ANY PERFORMANCE PERIOD, THE FIRM ORDERS
FOR A SYSTEM, PRODUCT, PART, OR SERVICE THAT ARE BEING RECORDED FOR THE FIRST
TIME AS DEFINED IN THE COMPANY'S ORDER RECOGNITION POLICY.
4
(AA)
"NONSTATUTORY STOCK OPTION" MEANS AN OPTION THAT BY ITS TERMS DOES
NOT QUALIFY OR IS NOT INTENDED TO QUALIFY AS AN INCENTIVE STOCK OPTION.
(BB)
"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.
(CC)
"OPERATING PROFIT" MEANS AS TO ANY PERFORMANCE PERIOD, THE
DIFFERENCE BETWEEN REVENUE AND RELATED COSTS AND EXPENSES, EXCLUDING INCOME
DERIVED FROM SOURCES OTHER THAN REGULAR ACTIVITIES AND BEFORE INCOME DEDUCTIONS.
(DD)
"OPTION" MEANS A STOCK OPTION GRANTED PURSUANT TO THE PLAN.
(EE)
"PARENT" MEANS A "PARENT CORPORATION," WHETHER NOW OR HEREAFTER
EXISTING, AS DEFINED IN SECTION 424(E) OF THE CODE.
(FF)
"PARTICIPANT" MEANS THE HOLDER OF AN OUTSTANDING AWARD.
(GG)
"PERFORMANCE GOALS" WILL HAVE THE MEANING SET FORTH IN SECTION 11
OF THE PLAN.
(HH)
"PERFORMANCE PERIOD" MEANS ANY FISCAL YEAR OF THE