of all
or a portion of the Company Group's rights to receive antibody humanization
royalties or a distribution of the proceeds of such monetization or sale.
(G)
"CHANGE IN CONTROL PERIOD" MEANS A PERIOD COMMENCING UPON THE
CONSUMMATION OF A CHANGE IN CONTROL AND ENDING ON THE DATE OCCURRING EIGHTEEN
(18) MONTHS THEREAFTER.
(H)
"CHIEF EXECUTIVE OFFICER" MEANS THE INDIVIDUAL APPOINTED BY THE
BOARD AS THE CHIEF EXECUTIVE OFFICER OF THE COMPANY AND WHO IS SERVING IN SUCH
CAPACITY IMMEDIATELY PRIOR TO THE FIRST TO OCCUR OF: (1) A CONDITION
CONSTITUTING GOOD REASON WITH RESPECT TO SUCH INDIVIDUAL, (2) SUCH INDIVIDUAL'S
TERMINATION OF EMPLOYMENT WITH THE COMPANY GROUP, OR (3) THE COMMENCEMENT OF THE
APPLICABLE CHANGE IN CONTROL PERIOD.
(I)
"COBRA" MEANS THE GROUP HEALTH PLAN CONTINUATION COVERAGE
PROVISIONS OF THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985 AND ANY
APPLICABLE REGULATIONS PROMULGATED THEREUNDER.
(J)
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND
ANY APPLICABLE REGULATIONS OR ADMINISTRATIVE GUIDELINES PROMULGATED THEREUNDER.
(K)
"COMMITTEE" MEANS THE COMPENSATION COMMITTEE OF THE BOARD.
(L)
"COMPANY" MEANS PDL BIOPHARMA, INC., A DELAWARE CORPORATION, AND,
FOLLOWING A CHANGE IN CONTROL, A SUCCESSOR THAT AGREES TO ASSUME ALL OF THE
RIGHTS AND OBLIGATIONS OF THE COMPANY UNDER THIS PLAN OR A SUCCESSOR WHICH
OTHERWISE BECOMES BOUND BY OPERATION OF LAW UNDER THIS PLAN.
(M)
"COMPANY GROUP" MEANS THE GROUP CONSISTING OF THE COMPANY AND EACH
PRESENT OR FUTURE PARENT AND SUBSIDIARY CORPORATION OR OTHER BUSINESS ENTITY
THEREOF.
4
(N)
"EQUITY AWARD" MEANS ANY STOCK OPTION (EXCLUDING, HOWEVER, AN
OPTION DESCRIBED IN SECTION 423 OF THE CODE), STOCK APPRECIATION RIGHT, STOCK
BONUS, STOCK PURCHASE, RESTRICTED STOCK, RESTRICTED STOCK UNIT, PERFORMANCE
SHARE, PERFORMANCE UNIT, PHANTOM STOCK OR OTHER STOCK-BASED COMPENSATION AWARD
OF ANY KIND GRANTED BY ANY MEMBER OF THE COMPANY GROUP AND HELD BY THE
PARTICIPANT, INCLUDING ANY SUCH AWARD WHICH IS ASSUMED BY, OR FOR WHICH A
REPLACEMENT AWARD IS SUBSTITUTED BY, THE SUCCESSOR OR ANY OTHER MEMBER OF THE
COMPANY GROUP IN CONNECTION WITH A CHANGE IN CONTROL.
(O)
"EXCHANGE ACT" MEANS THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
(P)
"GOOD REASON" MEANS THE OCCURRENCE OF ANY OF THE FOLLOWING
CONDITIONS WITHOUT THE PARTICIPANT'S INFORMED WRITTEN CONSENT:
(1)
A MATERIAL DIMINUTION IN THE PARTICIPANT'S AUTHORITY, DUTIES OR
RESPONSIBILITIES, CAUSING THE PARTICIPANT'S POSITION TO BE OF MATERIALLY LESSER
RANK OR RESPONSIBILITY WITHIN THE COMPANY GROUP; OR
(2)
A REQUIREMENT THAT THE PARTICIPANT REPORT TO A CORPORATE OFFICER
OR OTHER EMPLOYEE RATHER THAN DIRECTLY TO THE BOARD OR THE BOARD OF DIRECTORS OF
THE COMPANY'S PARENT; OR
(3)
A MATERIAL REDUCTION IN THE PARTICIPANT'S BASE SALARY RATE OR
ANNUAL INCENTIVE BONUS TARGET RATE, UNLESS REDUCTIONS COMPARABLE IN AMOUNT AND
DURATION ARE CONCURRENTLY MADE FOR ALL OTHER OFFICERS OF THE COMPANY GROUP; OR
(4)
A CHANGE IN THE PARTICIPANT'S WORK LOCATION THAT INCREASES THE
REGULAR ONE-WAY COMMUTE DISTANCE BETWEEN THE PARTICIPANT'S RESIDENCE PRIOR TO
SUCH CHANGE AND WORK LOCATION BY MORE THAN THIRTY (30) MILES; OR
(5)
ANY ACTION OR INACTION BY A