STOCK ON THE NATIONAL SECURITIES EXCHANGE ON WHICH THE STOCK IS
PRINCIPALLY TRADED FOR SUCH DATE; (II) IF THE SHARES OF STOCK ARE THEN TRADED IN
AN OVER-THE-COUNTER MARKET, THE CLOSING BID PRICE FOR THE SHARES OF STOCK IN
SUCH OVER-THE-COUNTER MARKET FOR SUCH DATE; OR (III) IF THE SHARES OF STOCK ARE
NOT THEN LISTED ON A NATIONAL SECURITIES EXCHANGE OR TRADED IN AN
OVER-THE-COUNTER MARKET, SUCH VALUE AS THE BOARD, IN ITS SOLE DISCRETION, SHALL
DETERMINE.
(L)
"INDEPENDENT DIRECTORS" MEANS NON-MANAGEMENT DIRECTORS APPOINTED TO THE BOARD
WHOM THE BOARD HAS DETERMINED QUALIFY AS "INDEPENDENT" UNDER THE CORPORATE
GOVERNANCE LISTING STANDARDS OF THE NEW YORK STOCK EXCHANGE, AS SUCH RULES MAY
BE AMENDED FROM TIME TO TIME.
(M)
"MANAGEMENT AGREEMENT" MEANS THE MANAGEMENT AGREEMENT EXPECTED TO BE ENTERED
INTO BY AND BETWEEN THE COMPANY AND THE MANAGER, AS SUCH MAY BE AMENDED FROM
TIME TO TIME.
(N)
"MANAGER" MEANS CIT HEALTHCARE LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND
ANY SUCCESSOR THERETO.
(O)
"OPTION" MEANS A RIGHT, GRANTED TO A PARTICIPANT UNDER SECTION 6(B)(I), TO
PURCHASE SHARES OF STOCK.
(P)
"OTHER STOCK-BASED AWARD" MEANS A RIGHT OR OTHER INTEREST GRANTED TO A
PARTICIPANT THAT MAY BE DENOMINATED OR PAYABLE IN, VALUED IN WHOLE OR IN PART BY
REFERENCE TO, OR OTHERWISE BASED ON, OR RELATED TO, STOCK, INCLUDING BUT NOT
LIMITED TO UNRESTRICTED SHARES OF STOCK OR DIVIDEND EQUIVALENT RIGHTS.
(Q)
"PARTICIPANT" MEANS AN ELIGIBLE PERSON WHO HAS BEEN GRANTED AN AWARD UNDER THE
PLAN.
(R)
"PERSON" MEANS ANY NATURAL PERSON, CORPORATION, PARTNERSHIP, ASSOCIATION,
LIMITED LIABILITY COMPANY, ESTATE, TRUST, JOINT VENTURE, ANY FEDERAL, STATE OR
MUNICIPAL GOVERNMENT OR ANY BUREAU, DEPARTMENT OR AGENCY THEREOF OR ANY OTHER
LEGAL ENTITY AND ANY FIDUCIARY ACTING IN SUCH CAPACITY ON BEHALF OF THE
FOREGOING.
(S)
"PLAN" MEANS THIS CARE INVESTMENT TRUST INC. EQUITY PLAN, AS AMENDED FROM TIME
TO TIME.
(T)
"REMOVAL FOR CAUSE" SHALL MEAN, WITH RESPECT TO A DIRECTOR OF THE COMPANY,
REMOVAL FOR CAUSE UNDER THE COMPANY'S ARTICLES OF INCORPORATION, AS SUCH
ARTICLES MAY HAVE BEEN AMENDED (THE "CHARTER"), WITH THE DEFINITION OF "CAUSE"
REFERRING TO THE DEFINITION USED IN SUCH REMOVAL PROVISION IN THE CHARTER.
3
(U)
"RESTRICTED STOCK" MEANS AN AWARD OF SHARES OF STOCK TO A PARTICIPANT UNDER
SECTION 6(B)(III) THAT MAY BE SUBJECT TO CERTAIN RESTRICTIONS AND TO A RISK OF
FORFEITURE.
(V)
"RESTRICTED STOCK UNIT" OR "RSU" MEANS A RIGHT GRANTED TO A PARTICIPANT UNDER
SECTION 6(B)(IV) TO RECEIVE STOCK, CASH OR OTHER PROPERTY AT THE END OF A
SPECIFIED PERIOD, WHICH RIGHT MAY BE CONDITIONED ON THE SATISFACTION OF
SPECIFIED PERFORMANCE OR OTHER CRITERIA.
(W)
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME,
AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
(X)
"STOCK" MEANS SHARES OF THE COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF THE
COMPANY.
(Y)
"STOCK APPRECIATION RIGHT" OR "SAR" MEANS THE RIGHT GRANTED TO A PARTICIPANT
UNDER SECTION 6(B)(II) TO BE PAID AN AMOUNT MEASURED BY THE APPRECIATION IN THE
FAIR MARKET VALUE OF STOCK