WHICH AGREEMENT INCLUDES A DEFINITION OF "DISABILITY," THE TERM
"DISABILITY" AS USED IN THIS PLAN OR ANY AWARD AGREEMENT SHALL HAVE THE MEANING
SET FORTH IN SUCH EMPLOYMENT AGREEMENT DURING THE PERIOD THAT SUCH EMPLOYMENT
AGREEMENT REMAINS IN EFFECT; OR (B) THE TERM "DISABILITY" AS USED IN THE
LONG-TERM DISABILITY PLAN, IF ANY; OR (C) IF THERE IS NO SUCH PLAN, THE TERM
"DISABILITY" AS USED IN THIS PLAN OR ANY AWARD
2
AGREEMENT SHALL MEAN A PHYSICAL OR MENTAL INFIRMITY WHICH IMPAIRS THE
PARTICIPANT'S ABILITY TO PERFORM SUBSTANTIALLY HIS OR HER DUTIES FOR A PERIOD OF
ONE HUNDRED EIGHTY (180) CONSECUTIVE DAYS.
(H)
EFFECTIVE DATE MEANS THE EFFECTIVE DATE FOR
THE REORGANIZATION PLAN (AS DEFINED IN THE REORGANIZATION PLAN).
(I)
"EXCHANGE ACT" MEANS THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED FROM TIME TO TIME.
REFERENCES TO ANY PROVISION
OF THE EXCHANGE ACT SHALL BE DEEMED TO INCLUDE RULES THEREUNDER AND SUCCESSOR
PROVISIONS AND RULES THERETO.
(J)
"FAIR MARKET VALUE" MEANS, WITH RESPECT
TO STOCK, AWARDS, OR OTHER PROPERTY, THE FAIR MARKET VALUE OF SUCH STOCK,
AWARDS, OR OTHER PROPERTY DETERMINED BY SUCH METHODS OR PROCEDURES AS SHALL BE
ESTABLISHED FROM TIME TO TIME BY THE COMMITTEE, PROVIDED, HOWEVER, THAT IF THE
STOCK IS LISTED ON A NATIONAL SECURITIES EXCHANGE OR QUOTED IN AN INTERDEALER
QUOTATION SYSTEM, THE FAIR MARKET VALUE OF SUCH STOCK ON A GIVEN DATE SHALL BE
BASED UPON THE LAST SALES PRICE OR, IF UNAVAILABLE, THE AVERAGE OF THE CLOSING
BID AND ASKED PRICES PER SHARE OF THE STOCK ON SUCH DATE (OR, IF THERE WAS NO
TRADING OR QUOTATION IN THE STOCK ON SUCH DATE, ON THE NEXT PRECEDING DATE ON
WHICH THERE WAS TRADING OR QUOTATION) AS REPORTED IN THE WALL STREET JOURNAL (OR
OTHER REPORTING SERVICE APPROVED BY THE COMMITTEE).
(K)
"ISO" MEANS ANY OPTION INTENDED TO BE AND
DESIGNATED AS AN INCENTIVE STOCK OPTION WITHIN THE MEANING OF SECTION 422 OF THE
CODE.
(L)
"NONQUALIFIED STOCK OPTION" MEANS AN
OPTION THAT IS NOT AN ISO.
(M)
"PARTICIPANT" MEANS A PERSON WHO, AT A TIME
WHEN ELIGIBLE UNDER SECTION 5 HEREOF, HAS BEEN GRANTED AN AWARD UNDER THE PLAN.
(N)
"PERSON" SHALL HAVE THE MEANING GIVEN IN
SECTION 3(A)(9) OF THE EXCHANGE ACT, AS MODIFIED AND USED IN SECTIONS 13(D) AND
14(D) THEREOF, EXCEPT THAT SUCH TERM SHALL NOT INCLUDE:
(I) THE COMPANY OR ANY
OF ITS SUBSIDIARIES; (II) A TRUSTEE OR OTHER FIDUCIARY HOLDING SECURITIES UNDER
AN EMPLOYEE BENEFIT PLAN OF THE COMPANY OR ANY OF ITS AFFILIATES; (III) AN
UNDERWRITER TEMPORARILY HOLDING SECURITIES PURSUANT TO AN OFFERING OF SUCH
SECURITIES; OR (IV) A CORPORATION OWNED, DIRECTLY OR INDIRECTLY, BY THE
STOCKHOLDERS OF THE COMPANY IN SUBSTANTIALLY THE SAME PROPORTIONS AS THEIR
OWNERSHIP OF STOCK OF THE COMPANY.
(O)
"REORGANIZATION PLAN" MEANS THE PLAN OF
REORGANIZATION FOR THE COMPANY AND CERTAIN OF ITS SUBSIDIARIES AND AFFILIATES
DATED SEPTEMBER 18, 2002 WHICH WAS CONFIRMED PURSUANT TO AN ORDER OF THE
BANKRUPTCY COURT DATED OCTOBER 18, 2002.
(P)
"RULE 16B-3" MEANS RULE