MORE
THAN FIFTY (50) MILES, PROVIDED AND ONLY IF SUCH CHANGE, REDUCTION OR RELOCATION
IS EFFECTED BY THE COMPANY WITHOUT THE INDIVIDUAL'S WRITTEN CONSENT OR
(D) NEGOTIATIONS BETWEEN THE PARTICIPANT AND THE COMPANY AND/OR SUBSIDIARY OR
AFFILIATE EMPLOYING THE PARTICIPANT IN THE CONTEXT OF A REDUCTION IN FORCE.
2.25
"MISCONDUCT" SHALL MEAN THE COMMISSION OF ANY ACT
OF FRAUD, EMBEZZLEMENT OR DISHONESTY BY THE PARTICIPANT, ANY UNAUTHORIZED USE OR
DISCLOSURE BY SUCH PERSON OF CONFIDENTIAL INFORMATION OR TRADE SECRETS OF THE
COMPANY (OR ANY SUBSIDIARY OR AFFILIATE) OR ANY INTENTIONAL WRONGDOING BY SUCH
PERSON, WHETHER BY OMISSION OR COMMISSION, WHICH ADVERSELY AFFECTS THE BUSINESS
OR AFFAIRS OF THE COMPANY (OR ANY SUBSIDIARY OR AFFILIATE) IN A MATERIAL
MANNER.
THIS SHALL NOT LIMIT THE GROUNDS FOR THE DISMISSAL OR DISCHARGE OF ANY
PERSON IN THE EMPLOYMENT OR SERVICE OF THE COMPANY (OR ANY SUBSIDIARY OR
AFFILIATE).
2.26
"NON-EMPLOYEE DIRECTOR" MEANS A DIRECTOR OF THE
COMPANY WHO QUALIFIES AS A "NON-EMPLOYEE DIRECTOR" AS DEFINED IN
RULE 16B-3(B)(3) UNDER THE EXCHANGE ACT, OR ANY SUCCESSOR RULE.
2.27
"NON-QUALIFIED STOCK OPTION" MEANS AN OPTION THAT
IS NOT INTENDED TO BE AN INCENTIVE STOCK OPTION.
2.28
"OPTION" MEANS A RIGHT GRANTED TO A PARTICIPANT
PURSUANT TO ARTICLE 5 TO PURCHASE A SPECIFIED NUMBER OF SHARES AT A SPECIFIED
PRICE DURING SPECIFIED TIME PERIODS.
AN OPTION MAY BE EITHER AN INCENTIVE STOCK
OPTION OR A NON-QUALIFIED STOCK OPTION.
2.29
"PARTICIPANT" MEANS ANY ELIGIBLE INDIVIDUAL WHO,
AS A DIRECTOR, CONSULTANT OR EMPLOYEE, HAS BEEN GRANTED AN AWARD PURSUANT TO THE
PLAN.
2.30
"PERFORMANCE-BASED AWARD" MEANS AN AWARD GRANTED
PURSUANT TO ARTICLE 9.
2.31
"PERFORMANCE CRITERIA" MEANS THE CRITERIA THAT
THE COMMITTEE SELECTS FOR PURPOSES OF ESTABLISHING THE PERFORMANCE GOAL OR
PERFORMANCE GOALS FOR A PARTICIPANT FOR A PERFORMANCE PERIOD.
THE PERFORMANCE
CRITERIA THAT WILL BE USED TO ESTABLISH PERFORMANCE GOALS ARE LIMITED TO THE
FOLLOWING: EARNINGS OR NET EARNINGS (EITHER BEFORE OR AFTER INTEREST, TAXES,
DEPRECIATION AND AMORTIZATION), ECONOMIC VALUE-ADDED, SALES OR REVENUE, INCOME,
NET INCOME (EITHER BEFORE OR AFTER TAXES), OPERATING EARNINGS, CASH FLOW
(INCLUDING, BUT NOT LIMITED TO, OPERATING CASH FLOW AND FREE CASH FLOW), CASH
FLOW RETURN ON CAPITAL, RETURN ON ASSETS OR NET ASSETS, RETURN ON STOCKHOLDERS'
EQUITY, RETURN ON CAPITAL, STOCKHOLDER RETURNS, RETURN ON SALES, GROSS OR NET
PROFIT MARGIN, PRODUCTIVITY, EXPENSE, MARGINS, OPERATING EFFICIENCY, CUSTOMER
SATISFACTION, WORKING CAPITAL, EARNINGS PER SHARE, PRICE PER SHARE, MARKET
SHARE, NEW PRODUCTS, CUSTOMER PENETRATION, TECHNOLOGY AND RISK MANAGEMENT, ANY
OF WHICH MAY BE MEASURED EITHER IN ABSOLUTE TERMS OR AS COMPARED TO ANY
INCREMENTAL INCREASE OR AS COMPARED TO RESULTS OF A PEER GROUP.
THE COMMITTEE
SHALL DEFINE IN AN OBJECTIVE FASHION THE MANNER OF CALCULATING THE PERFORMANCE
CRITERIA IT SELECTS TO USE FOR SUCH PERFORMANCE PERIOD FOR SUCH PARTICIPANT.
2.32
"PERFORMANCE GOALS" MEANS, FOR A PERFORMANCE
PERIOD, THE GOALS ESTABLISHED IN WRITING BY THE COMMITTEE FOR THE PERFORMANCE
PERIOD BASED UPON THE PERFORMANCE CRITERIA.
DEPENDING ON THE PERFORMANCE
CRITERIA USED TO ESTABLISH SUCH PERFORMANCE GOALS, THE
5
PERFORMANCE GOALS MAY BE EXPRESSED IN