(OR, IF NO BID AND ASKED PRICES FOR THE STOCK WERE REPORTED ON SUCH DATE, ON THE
DATE IMMEDIATELY PRIOR TO SUCH DATE ON WHICH BID AND ASKED PRICES ARE REPORTED
BY SUCH QUOTATION SYSTEM); OR (C) IF STOCK IS NOT PUBLICLY TRADED, THE FAIR
MARKET VALUE ESTABLISHED BY THE COMMITTEE ACTING IN GOOD FAITH.
2.17
"INCENTIVE STOCK OPTION" MEANS AN OPTION THAT IS
INTENDED TO MEET THE REQUIREMENTS OF SECTION 422 OF THE CODE OR ANY SUCCESSOR
PROVISION THERETO.
2.18
"INDEPENDENT DIRECTOR" MEANS A MEMBER OF THE BOARD
WHO IS NOT AN EMPLOYEE OF THE COMPANY.
2.19
"NON-EMPLOYEE DIRECTOR" MEANS A MEMBER OF THE BOARD
WHO QUALIFIES AS A "NON-EMPLOYEE DIRECTOR" AS DEFINED IN RULE 16B-3(B)(3) UNDER
THE EXCHANGE ACT, OR ANY SUCCESSOR RULE.
2.20
"NON-QUALIFIED STOCK OPTION" MEANS AN OPTION THAT IS
NOT INTENDED TO BE AN INCENTIVE STOCK OPTION.
2
2.21
"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.
2.22
"PARTICIPANT" MEANS ANY ELIGIBLE INDIVIDUAL WHO, AS
A MEMBER OF THE BOARD, CONSULTANT OR EMPLOYEE, HAS BEEN GRANTED AN AWARD
PURSUANT TO THE PLAN.
2.23
"PERFORMANCE-BASED AWARD" MEANS AN AWARD GRANTED TO
SELECTED COVERED EMPLOYEES PURSUANT TO SECTION 8.7, BUT WHICH IS SUBJECT TO THE
TERMS AND CONDITIONS SET FORTH IN ARTICLE 9.
2.24
"PERFORMANCE BONUS AWARD" HAS THE MEANING SET FORTH
IN SECTION 8.7.
2.25
"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), ECONOMIC VALUE-ADDED, SALES OR REVENUE, NET INCOME (EITHER
BEFORE OR AFTER TAXES), OPERATING EARNINGS, CASH FLOW (INCLUDING, BUT NOT
LIMITED TO, OPERATING CASH FLOW AND FREE CASH FLOW), CASH FLOW RETURN ON
CAPITAL, RETURN ON NET ASSETS, RETURN ON STOCKHOLDERS' EQUITY, RETURN ON ASSETS,
RETURN ON CAPITAL, STOCKHOLDER RETURNS, RETURN ON SALES, GROSS OR NET PROFIT
MARGIN, PRODUCTIVITY, EXPENSE, MARGINS, OPERATING EFFICIENCY, CUSTOMER
SATISFACTION, WORKING CAPITAL, EARNINGS PER SHARE, PRICE PER SHARE OF STOCK, AND
MARKET SHARE, 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 DEFINE IN AN OBJECTIVE FASHION THE MANNER OF CALCULATING THE
PERFORMANCE CRITERIA IT SELECTS TO USE FOR SUCH PERFORMANCE PERIOD FOR SUCH
PARTICIPANT.
2.26
"PERFORMANCE GOALS" MEANS, FOR A PERFORMANCE PERIOD,
THE GOALS ESTABLISHED IN WRITING BY THE COMMITTEE FOR THE PERFORMANCE PERIOD
BASED UPON THE PERFORMANCE CRITERIA.
DEPENDING ON THE PERFORMANCE CRITERIA USED
TO ESTABLISH SUCH PERFORMANCE GOALS, THE PERFORMANCE GOALS MAY BE EXPRESSED IN
TERMS OF OVERALL COMPANY PERFORMANCE OR THE PERFORMANCE OF A DIVISION, BUSINESS
UNIT, OR AN INDIVIDUAL.
THE