GRANTED AS AN AWARD UNDER
THE PLAN THAT IS INTENDED TO MEET THE REQUIREMENTS OF SECTION 422 OF THE CODE.
2.26
"INCLUDING" OR "INCLUDES" MEANS "INCLUDING, WITHOUT LIMITATION," OR
"INCLUDES, WITHOUT LIMITATION," RESPECTIVELY.
2.27
"JOINT VENTURE" MEANS ANY PERSON IN WHICH THE COMPANY HAS AN
OWNERSHIP INTEREST EQUAL TO AT LEAST FIFTY PERCENT (50%) OF THE COMMON STOCK,
VOTING RIGHTS OR PROFITS.
2.28
"NON-QUALIFIED STOCK OPTION" MEANS AN OPTION GRANTED AS AN AWARD
UNDER THE PLAN THAT IS NOT INTENDED TO BE AN INCENTIVE STOCK OPTION.
2.29
"OPTION" MEANS AN INCENTIVE STOCK OPTION OR NON-QUALIFIED STOCK
OPTION.
2.30
"OPTION PRICE" MEANS THE PRICE AT WHICH A SHARE MAY BE PURCHASED BY
A GRANTEE PURSUANT TO AN OPTION.
2.31
"PERFORMANCE-BASED EXCEPTION" MEANS THE PERFORMANCE-BASED EXCEPTION
FROM THE TAX DEDUCTIBILITY LIMITATIONS OF CODE SECTION 162(M) CONTAINED IN CODE
SECTION 162(M)(4)(C) (INCLUDING THE SPECIAL PROVISION FOR STOCK OPTIONS AND
STOCK APPRECIATION RIGHTS THEREUNDER).
2.32
"PERFORMANCE MEASURES" HAS THE MEANING SET FORTH IN SECTION 4.4.
2.33
"PERFORMANCE GOALS" MEANS THE OBJECTIVE OR SUBJECTIVE CRITERIA
DETERMINED BY THE COMMITTEE, THE DEGREE OF ATTAINMENT OF WHICH WILL AFFECT
(A) IN THE CASE OF AN AWARD OTHER THAN THE ANNUAL INCENTIVE AWARD, THE AMOUNT OF
THE AWARD THE GRANTEE IS ENTITLED TO RECEIVE OR RETAIN, AND (B) IN THE CASE OF
AN ANNUAL INCENTIVE AWARD, THE PORTION OF THE INDIVIDUAL'S BONUS OPPORTUNITY
POTENTIALLY PAYABLE AS AN ANNUAL INCENTIVE AWARD.
PERFORMANCE GOALS MAY CONTAIN
THRESHOLD, TARGET, AND MAXIMUM LEVELS OF ACHIEVEMENT AND, TO THE EXTENT THE
COMMITTEE INTENDS AN AWARD (INCLUDING THE ANNUAL INCENTIVE AWARD) TO COMPLY WITH
THE PERFORMANCE-BASED EXCEPTION, THE PERFORMANCE GOALS SHALL BE CHOSEN FROM
AMONG THE PERFORMANCE MEASURES.
2.34
"PERFORMANCE PERIOD" MEANS THAT PERIOD ESTABLISHED BY THE COMMITTEE
AT THE TIME ANY PERFORMANCE UNIT IS GRANTED OR AT ANY TIME THEREAFTER DURING
WHICH THE ATTAINMENT OF PERFORMANCE GOALS SPECIFIED BY THE COMMITTEE, WITH
RESPECT TO SUCH AWARD, ARE TO BE MEASURED.
EXCEPT AS PROVIDED IN SECTIONS 8.1,
9.2 AND 10.2, A PERFORMANCE PERIOD MAY BE A YEAR OR A LONGER OR SHORTER PERIOD.
2.35
"PERFORMANCE UNIT" MEANS AN AWARD UNDER THE PLAN THAT IS (A) A
BONUS CONSISTING OF CASH OR OTHER PROPERTY, THE AMOUNT OR VALUE OF WHICH, AND/OR
THE ENTITLEMENT TO
4
WHICH, IS CONDITIONED UPON THE ATTAINMENT OF PERFORMANCE GOALS, OR (B) A UNIT
VALUED BY REFERENCE TO A DESIGNATED AMOUNT OF CASH OR PROPERTY OTHER THAN
SHARES.
2.36
"PERSON" MEANS ANY INDIVIDUAL, SOLE PROPRIETORSHIP, CORPORATION,
PARTNERSHIP, JOINT VENTURE, LIMITED LIABILITY COMPANY, ASSOCIATION, JOINT STOCK
COMPANY, TRUST, UNINCORPORATED ORGANIZATION, INSTITUTION, PUBLIC BENEFIT
CORPORATION, ENTITY OR GOVERNMENT INSTRUMENTALITY, DIVISION, AGENCY, BODY OR
DEPARTMENT.
2.37
"PLAN" HAS THE MEANING SET FORTH IN SECTION 1.1.
IF THE PLAN IS
AMENDED, THE TERM "PLAN" SHALL MEAN THE PLAN AS SO AMENDED.
2.38
"RESTRICTED STOCK" MEANS ANY SHARE ISSUED AS AN AWARD UNDER THE
PLAN THAT IS SUBJECT TO RESTRICTIONS.
2.39
"RESTRICTED STOCK UNIT" OR "RSU" MEANS THE RIGHT GRANTED AS AN
AWARD UNDER THE PLAN TO RECEIVE A SHARE, CONDITIONED ON THE SATISFACTION OF