BASIC TERMS OF THE OPTION EVIDENCED HEREBY.
P.
INCENTIVE OPTION SHALL MEAN AN OPTION
WHICH SATISFIES THE REQUIREMENTS OF SECTION 422 OF THE CODE.
Q.
INVOLUNTARY TERMINATION SHALL MEAN THE
TERMINATION OF THE OPTIONEE'S SERVICE WHICH OCCURS BY REASON OF:
(A)
THE OPTIONEE'S INVOLUNTARY DISMISSAL OR
DISCHARGE BY THE CORPORATION NOT FOR CAUSE, OR
(B)
THE OPTIONEE'S VOLUNTARY RESIGNATION
FOLLOWING (I) A CHANGE IN THE OPTIONEE'S POSITION WITH THE CORPORATION WHICH
MATERIALLY REDUCES THE OPTIONEE'S DUTIES AND RESPONSIBILITIES OR THE LEVEL OF
MANAGEMENT TO WHICH THE OPTIONEE REPORTS, (II) A REDUCTION IN THE OPTIONEE'S
LEVEL OF COMPENSATION (INCLUDING BASE SALARY, FRINGE BENEFITS AND TARGET BONUS
UNDER ANY CORPORATE-PERFORMANCE BASED BONUS OR INCENTIVE PROGRAMS), OR (III) A
RELOCATION OF THE OPTIONEE'S PLACE OF EMPLOYMENT BY MORE THAN FIFTY (50) MILES,
PROVIDED AND ONLY IF SUCH CHANGE, REDUCTION OR RELOCATION IS EFFECTED BY THE
CORPORATION WITHOUT THE OPTIONEE'S CONSENT.
R.
1934 ACT SHALL MEAN THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
S.
NON-STATUTORY OPTION SHALL MEAN AN
OPTION NOT INTENDED TO SATISFY THE REQUIREMENTS OF SECTION 422 OF THE CODE.
A-4
T.
NOT FOR CAUSE SHALL MEAN TERMINATION OF
THE OPTIONEE'S SERVICE BY THE CORPORATION FOR REASONS OTHER THAN FOR CAUSE.
U.
NOTICE OF EXERCISE SHALL MEAN THE NOTICE
OF EXERCISE IN THE FORM ATTACHED HERETO AS EXHIBIT I.
V.
OFFER LETTER SHALL MEAN THE OFFER LETTER
ENTERED INTO BETWEEN THE OPTIONEE AND THE CORPORATION DATED OCTOBER 3, 2003.
W.
OPTION SHARES SHALL MEAN THE NUMBER OF SHARES
OF COMMON STOCK SUBJECT TO THE OPTION AS SPECIFIED IN THE GRANT NOTICE.
X.
OPTIONEE SHALL MEAN THE PERSON TO WHOM THE
OPTION IS GRANTED AS SPECIFIED IN THE GRANT NOTICE.
Y.
PARENT SHALL MEAN ANY CORPORATION (OTHER
THAN THE CORPORATION) IN AN UNBROKEN CHAIN OF CORPORATIONS ENDING WITH THE
CORPORATION, PROVIDED EACH CORPORATION IN THE UNBROKEN CHAIN (OTHER THAN THE
CORPORATION) OWNS, AT THE TIME OF THE DETERMINATION, STOCK POSSESSING FIFTY
PERCENT (50%) OR MORE OF THE TOTAL COMBINED VOTING POWER OF ALL CLASSES OF STOCK
IN ONE OF THE OTHER CORPORATIONS IN SUCH CHAIN.
Z.
PERMANENT DISABILITY SHALL MEAN THAT THE
OPTIONEE IS UNABLE TO CARRY OUT THE RESPONSIBILITIES AND FUNCTIONS OF THE
POSITION HELD BY THE OPTIONEE BY REASON OF ANY PHYSICAL OR MENTAL IMPAIRMENT FOR
MORE THAN 120 DAYS IN ANY TWELVE-MONTH PERIOD.
AA.
PLAN SHALL MEAN THE CORPORATION'S 1998 STOCK
INCENTIVE PLAN AMENDED AND RESTATED ON OCTOBER 9, 2002.
BB.
PLAN ADMINISTRATOR SHALL MEAN EITHER THE BOARD
OR A COMMITTEE OF THE BOARD ACTING IN ITS CAPACITY AS ADMINISTRATOR OF THE PLAN.
CC.
SERVICE SHALL MEAN THE OPTIONEE'S PERFORMANCE OF
SERVICES FOR THE CORPORATION (OR ANY PARENT OR SUBSIDIARY) IN THE CAPACITY OF AN
EMPLOYEE, A NON-EMPLOYEE MEMBER OF THE BOARD OF DIRECTORS OR A CONSULTANT OR
INDEPENDENT ADVISOR.
DD.
STOCK EXCHANGE SHALL MEAN THE AMERICAN STOCK
EXCHANGE OR THE NEW YORK STOCK EXCHANGE.
EE.
SUBSIDIARY SHALL MEAN ANY CORPORATION (OTHER
THAN THE CORPORATION) IN AN UNBROKEN CHAIN OF CORPORATIONS BEGINNING WITH THE
CORPORATION, PROVIDED EACH CORPORATION