2.16
"FAIR MARKET VALUE" MEANS, AS OF ANY GIVEN DATE, (A) IF STOCK IS
TRADED ON AN EXCHANGE, THE CLOSING PRICE OF A SHARE OF STOCK AS REPORTED IN THE
WALL STREET JOURNAL (OR SUCH OTHER SOURCE AS THE COMPANY MAY DEEM RELIABLE FOR
SUCH PURPOSES) FOR SUCH DATE, OR IF NO SALE OCCURRED ON SUCH DATE, THE FIRST
TRADING DATE IMMEDIATELY PRIOR TO SUCH DATE DURING WHICH A SALE OCCURRED; OR
(B) IF STOCK IS NOT TRADED ON AN EXCHANGE BUT IS QUOTED ON A QUOTATION SYSTEM
THE MEAN BETWEEN THE CLOSING REPRESENTATIVE BID AND ASKED PRICES FOR THE STOCK
ON SUCH DATE, OR IF NO SALE OCCURRED ON SUCH DATE, THE FIRST DATE IMMEDIATELY
PRIOR TO SUCH DATE ON WHICH SALES PRICES OR BID AND ASKED PRICES, AS APPLICABLE,
ARE REPORTED BY SUCH QUOTATION SYSTEM; OR (C) IF STOCK IS NOT PUBLICLY TRADED,
THE FAIR MARKET VALUE ESTABLISHED BY THE COMMITTEE ACTING IN GOOD FAITH.
2.17
"INCENTIVE STOCK OPTION" MEANS AN OPTION THAT IS INTENDED TO MEET
THE REQUIREMENTS OF SECTION 422 OF THE CODE OR ANY SUCCESSOR PROVISION THERETO.
2.18
"INDEPENDENT DIRECTOR" MEANS A MEMBER OF THE BOARD WHO IS NOT AN
EMPLOYEE OF THE COMPANY.
2.19
"NON-EMPLOYEE DIRECTOR" MEANS A MEMBER OF THE BOARD WHO QUALIFIES
AS A "NON-EMPLOYEE DIRECTOR" AS DEFINED IN RULE 16B-3(B)(3) UNDER THE EXCHANGE
ACT, OR ANY SUCCESSOR RULE.
2.20
"NON-QUALIFIED STOCK OPTION" MEANS AN OPTION THAT IS NOT INTENDED
TO BE AN INCENTIVE STOCK OPTION.
2.21
"OPTION" MEANS A RIGHT GRANTED TO A PARTICIPANT PURSUANT TO
ARTICLE 5 OF THE PLAN TO PURCHASE A SPECIFIED NUMBER OF SHARES OF STOCK AT A
SPECIFIED PRICE DURING SPECIFIED TIME PERIODS.
AN OPTION MAY BE EITHER AN
INCENTIVE STOCK OPTION OR A NON-QUALIFIED STOCK OPTION.
2.22
"PARTICIPANT" MEANS ANY ELIGIBLE INDIVIDUAL WHO, AS A MEMBER OF THE
BOARD, CONSULTANT OR EMPLOYEE, HAS BEEN GRANTED AN AWARD PURSUANT TO THE PLAN.
3
2.23
"PERFORMANCE-BASED AWARD" MEANS AN AWARD GRANTED TO SELECTED
COVERED EMPLOYEES PURSUANT TO SECTION 8.7, BUT WHICH IS SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN ARTICLE 9.
2.24
"PERFORMANCE BONUS AWARD" HAS THE MEANING SET FORTH IN SECTION 8.7.
2.25
"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: NET
EARNINGS (EITHER BEFORE OR AFTER INTEREST, TAXES, DEPRECIATION AND
AMORTIZATION), ECONOMIC VALUE-ADDED, SALES OR REVENUE, 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
NET ASSETS, RETURN ON STOCKHOLDERS' EQUITY, RETURN ON ASSETS, 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 OF STOCK, AND MARKET SHARE, ANY OF WHICH MAY
BE MEASURED EITHER IN ABSOLUTE TERMS