FOR THE STOCK ON THE DATE OF DETERMINATION AS
REPORTED IN THE WALL STREET JOURNAL OR SUCH OTHER SOURCE AS THE COMMITTEE DEEMS
RELIABLE; OR
(3)
IN THE ABSENCE OF AN ESTABLISHED MARKET FOR THE STOCK, THE FAIR
MARKET VALUE THEREOF SHALL BE DETERMINED IN GOOD FAITH BY THE COMMITTEE.
(P)
"INCENTIVE STOCK OPTION" MEANS AN OPTION THAT IS INTENDED TO MEET
THE REQUIREMENTS OF SECTION 422 OF THE CODE OR ANY SUCCESSOR PROVISION THERETO.
(Q)
"NON-EMPLOYEE DIRECTOR" MEANS A MEMBER OF THE BOARD WHO QUALIFIES
AS A "NON-EMPLOYEE DIRECTOR" AS DEFINED IN RULE 16B-3(B)(3) OF THE EXCHANGE ACT,
OR ANY SUCCESSOR DEFINITION ADOPTED BY THE BOARD.
FOR THE AVOIDANCE OF DOUBT,
THIS DOES NOT INCLUDE ANY MEMBER OF THE BOARD OF DIRECTORS OF ANY PARENT OR
SUBSIDIARY WHO IS NOT ALSO A MEMBER OF THE BOARD.
(R)
"NON-QUALIFIED STOCK OPTION" MEANS AN OPTION THAT IS NOT INTENDED
TO BE AN INCENTIVE STOCK OPTION.
(S)
"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.
(T)
"PARENT" SHALL MEAN ANY CORPORATION (OTHER THAN THE COMPANY) IN
AN UNBROKEN CHAIN OF CORPORATIONS, ENDING WITH THE COMPANY, PROVIDED EACH
CORPORATION IN THE UNBROKEN CHAIN (OTHER THAN THE COMPANY) OWNS AT THE TIME OF
SUCH DETERMINATION, STOCK POSSESSING FIFTY PERCENT (50%) OR MORE OF THE TOTAL
COMBINED VOTING POWER OF ALL THE CLASSES OF STOCK IN ONE OF THE OTHER
CORPORATIONS IN SUCH CHAIN.
(U)
"PARTICIPANT" MEANS A PERSON WHO, AS AN EMPLOYEE, A MEMBER OF THE
BOARD OF, OR A CONSULTANT, TO THE COMPANY OR ANY SUBSIDIARY OR PARENT, HAS BEEN
GRANTED AN AWARD PURSUANT TO THE PLAN.
(V)
"PERFORMANCE-BASED AWARD" MEANS AN AWARD GRANTED TO SELECTED
COVERED EMPLOYEES PURSUANT TO ARTICLES 6 AND 8, BUT WHICH IS SUBJECT TO THE
TERMS AND CONDITIONS
4
SET FORTH IN ARTICLE 9.
ALL PERFORMANCE-BASED AWARDS ARE INTENDED TO QUALIFY AS
QUALIFIED PERFORMANCE-BASED COMPENSATION.
(W)
"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), NET LOSSES, SALES OR REVENUE, OPERATING EARNINGS, OPERATING CASH
FLOW, RETURN ON NET ASSETS, RETURN ON STOCKHOLDERS' EQUITY, RETURN ON ASSETS,
RETURN ON CAPITAL, STOCKHOLDER RETURNS, GROSS OR NET PROFIT MARGIN, EARNINGS PER
SHARE, PRICE PER SHARE OF STOCK, AND MARKET SHARE, ECONOMIC VALUE ADDED, RETURN
ON SALE, PRODUCTIVITY, EXPENSES, MARGINS, OPERATING EFFICIENCY, WORKER
SATISFACTION AND WORKING CAPITAL, 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, WITHIN THE TIME PRESCRIBED BY
SECTION 162(M) OF THE CODE, DEFINE IN AN