DEATH OR (III) A
TRANSFER TO THE CORPORATION IN PLEDGE AS SECURITY FOR ANY PURCHASE-MONEY
INDEBTEDNESS INCURRED BY PARTICIPANT IN CONNECTION WITH THE ACQUISITION OF THE
PURCHASED SHARES.
N.
"PLAN" SHALL MEAN THE CORPORATION'S 2005
STOCK INCENTIVE PLAN.
O.
"PLAN ADMINISTRATOR" SHALL MEAN EITHER THE
BOARD OR A COMMITTEE OF THE BOARD ACTING IN ITS ADMINISTRATIVE CAPACITY UNDER
THE PLAN.
P.
"PURCHASE PRICE" SHALL HAVE THE MEANING
ASSIGNED TO SUCH TERM IN PARAGRAPH A.L.
Q.
"PURCHASED SHARES" SHALL HAVE THE MEANING
ASSIGNED TO SUCH TERM IN PARAGRAPH A.L
R.
"RECAPITALIZATION" SHALL MEAN ANY STOCK
SPLIT, STOCK DIVIDEND, RECAPITALIZATION, COMBINATION OF SHARES, EXCHANGE OF
SHARES OR OTHER CHANGE AFFECTING THE CORPORATION'S OUTSTANDING COMMON STOCK AS A
CLASS WITHOUT THE CORPORATION'S RECEIPT OF CONSIDERATION.
S.
"REPURCHASE PRICE" SHALL MEAN THE
PURCHASE PRICE PAID PER SHARE FOR THE PURCHASED SHARES.
T.
"REPURCHASE RIGHT" SHALL MEAN THE RIGHT
GRANTED TO THE CORPORATION IN ACCORDANCE WITH ARTICLE C.
U.
"SERVICE" SHALL MEAN THE PARTICIPANT'S
PERFORMANCE OF SERVICES FOR THE CORPORATION (OR ANY PARENT OR SUBSIDIARY) IN THE
CAPACITY OF AN EMPLOYEE, A NON-EMPLOYEE MEMBER OF THE BOARD OF DIRECTORS OR AN
INDEPENDENT CONTRACTOR.
SERVICE SHALL NOT BE DEEMED TO CEASE DURING A PERIOD OF
MILITARY LEAVE, SICK LEAVE OR OTHER PERSONAL LEAVE APPROVED BY THE CORPORATION;
PROVIDED, HOWEVER, THAT EXCEPT TO THE EXTENT OTHERWISE REQUIRED BY LAW, NO
SERVICE CREDIT SHALL BE GIVEN FOR PURPOSES OF THE VESTING SCHEDULE HEREUNDER FOR
ANY PERIOD THE PARTICIPANT IS ON A LEAVE OF ABSENCE.
V.
"STOCK ISSUANCE PROGRAM" SHALL MEAN THE
STOCK ISSUANCE PROGRAM UNDER THE PLAN.
W.
"SUBSIDIARY" SHALL MEAN ANY CORPORATION (OTHER
THAN THE CORPORATION) IN AN UNBROKEN CHAIN OF CORPORATIONS BEGINNING WITH THE
CORPORATION, PROVIDED EACH CORPORATION (OTHER THAN THE LAST CORPORATION) IN THE
UNBROKEN CHAIN OWNS, AT THE TIME OF THE DETERMINATION, STOCK POSSESSING FIFTY
PERCENT (50%) OR MORE OF THE TOTAL COMBINED VOTING POWER OF ALL CLASSES OF STOCK
IN ONE OF THE OTHER CORPORATIONS IN SUCH CHAIN.
X.
"VESTING SCHEDULE" SHALL MEAN THE VESTING
SCHEDULE SPECIFIED IN PARAGRAPH C.3, PURSUANT TO WHICH THE PURCHASED SHARES ARE
TO VEST IN A SERIES OF INSTALLMENTS OVER PARTICIPANT'S PERIOD OF SERVICE.
Y.
"UNVESTED SHARES" SHALL HAVE THE MEANING
ASSIGNED TO SUCH TERM IN PARAGRAPH C.1.