BE THE CLOSING SELLING PRICE ON THE LAST PRECEDING DATE
FOR WHICH SUCH QUOTATION EXISTS.
(II)
IF THE COMMON STOCK IS AT THE TIME LISTED
ON ANY STOCK EXCHANGE, THEN THE FAIR MARKET VALUE SHALL BE DEEMED EQUAL TO THE
CLOSING SELLING PRICE PER SHARE OF COMMON STOCK ON THE DATE IN QUESTION ON THE
STOCK EXCHANGE DETERMINED BY THE PLAN ADMINISTRATOR TO BE THE PRIMARY MARKET FOR
THE COMMON STOCK, AS SUCH PRICE IS OFFICIALLY QUOTED IN THE COMPOSITE TAPE OF
TRANSACTIONS ON SUCH EXCHANGE.
IF THERE IS NO CLOSING SELLING PRICE FOR THE
COMMON STOCK ON THE DATE IN QUESTION, THEN THE FAIR MARKET VALUE SHALL BE THE
CLOSING SELLING PRICE ON THE LAST PRECEDING DATE FOR WHICH SUCH QUOTATION
EXISTS.
(III)
IF THE COMMON STOCK IS AT THE TIME NEITHER
LISTED ON ANY STOCK EXCHANGE NOR TRADED ON THE NASDAQ NATIONAL MARKET, THEN THE
FAIR MARKET VALUE SHALL BE DETERMINED BY THE PLAN ADMINISTRATOR AFTER TAKING
INTO ACCOUNT SUCH FACTORS AS THE PLAN ADMINISTRATOR SHALL DEEM APPROPRIATE.
L.
HOSTILE TAKEOVER SHALL MEAN THE
ACQUISITION, DIRECTLY OR INDIRECTLY, BY ANY PERSON OR RELATED GROUP OF PERSONS
(OTHER THAN THE CORPORATION OR A PERSON THAT DIRECTLY OR INDIRECTLY CONTROLS, IS
CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, THE CORPORATION) OF BENEFICIAL
OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3 OF THE 1934 ACT) OF SECURITIES
POSSESSING MORE THAN FIFTY PERCENT (50%) OF THE TOTAL COMBINED VOTING POWER OF
THE CORPORATION'S OUTSTANDING SECURITIES PURSUANT TO A TENDER OR EXCHANGE OFFER
MADE DIRECTLY TO THE CORPORATION'S SHAREHOLDERS WHICH THE BOARD DOES NOT
RECOMMEND SUCH SHAREHOLDERS TO ACCEPT.
M.
INCENTIVE OPTION SHALL MEAN AN OPTION WHICH
SATISFIES THE REQUIREMENTS OF CODE SECTION 422.
N.
INVOLUNTARY TERMINATION SHALL MEAN THE
TERMINATION OF THE SERVICE OF ANY INDIVIDUAL WHICH OCCURS BY REASON OF:
A-2
(I)
SUCH INDIVIDUAL'S INVOLUNTARY DISMISSAL
OR DISCHARGE BY THE CORPORATION FOR REASONS OTHER THAN MISCONDUCT, OR
(II)
SUCH INDIVIDUAL'S VOLUNTARY RESIGNATION
FOLLOWING (A) A CHANGE IN HIS OR HER POSITION WITH THE CORPORATION WHICH
MATERIALLY REDUCES HIS OR HER DUTIES AND RESPONSIBILITIES OR THE LEVEL OF
MANAGEMENT TO WHICH HE OR SHE REPORTS, (B) A REDUCTION IN HIS OR HER LEVEL OF
COMPENSATION (INCLUDING BASE SALARY, FRINGE BENEFITS AND TARGET BONUS UNDER ANY
CORPORATE PERFORMANCE BASED BONUS OR INCENTIVE PROGRAMS) BY MORE THAN FIFTEEN
PERCENT (15%) OR (C) A RELOCATION OF SUCH INDIVIDUAL'S PLACE OF EMPLOYMENT BY
MORE THAN FIFTY (50) MILES, PROVIDED AND ONLY IF SUCH CHANGE, REDUCTION OR
RELOCATION IS EFFECTED BY THE CORPORATION WITHOUT THE INDIVIDUAL'S CONSENT.
O.
MISCONDUCT SHALL MEAN THE COMMISSION OF
ANY ACT OF FRAUD, EMBEZZLEMENT OR DISHONESTY BY THE OPTIONEE OR PARTICIPANT, ANY
UNAUTHORIZED USE OR DISCLOSURE BY SUCH PERSON OF CONFIDENTIAL INFORMATION OR
TRADE SECRETS OF THE CORPORATION (OR ANY PARENT OR SUBSIDIARY), OR ANY OTHER
INTENTIONAL MISCONDUCT BY SUCH PERSON ADVERSELY AFFECTING THE BUSINESS OR
AFFAIRS OF THE CORPORATION (OR ANY PARENT OR SUBSIDIARY) IN A MATERIAL MANNER.
THE FOREGOING DEFINITION SHALL NOT IN ANY WAY PRECLUDE OR RESTRICT THE