OF THE
COMPANY OR ITS AFFILIATES, OR ANY OTHER INTENTIONAL MISCONDUCT BY SUCH PERSON
ADVERSELY AFFECTING THE BUSINESS OR AFFAIRS OF THE COMPANY OR ITS AFFILIATES IN
A MATERIAL MANNER.
THE FOREGOING DEFINITION WILL NOT IN ANY WAY PRECLUDE OR
RESTRICT THE RIGHT OF THE COMPANY OR ITS AFFILIATES TO DISCHARGE OR DISMISS ANY
PARTICIPANT FOR ANY OTHER ACTS OR OMISSIONS, BUT SUCH OTHER ACTS OR OMISSIONS
WILL NOT BE DEEMED, FOR PURPOSES OF THE PLAN, TO CONSTITUTE GROUNDS FOR
TERMINATION FOR MISCONDUCT.
(W)
"NONSTATUTORY STOCK OPTION" MEANS AN OPTION THAT BY ITS TERMS DOES
NOT QUALIFY OR IS NOT INTENDED TO QUALIFY AS AN INCENTIVE STOCK OPTION.
(X)
"OFFICER" MEANS A PERSON WHO IS AN OFFICER OF THE COMPANY WITHIN
THE MEANING OF SECTION 16 OF THE EXCHANGE ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER.
(Y)
"OPTION" MEANS A STOCK OPTION GRANTED PURSUANT TO THE PLAN.
(Z)
"OUTSIDE DIRECTOR" MEANS A DIRECTOR WHO IS NOT AN EMPLOYEE.
(AA)
"PARENT" MEANS A "PARENT CORPORATION," WHETHER NOW OR HEREAFTER
EXISTING, AS DEFINED IN SECTION 424(E) OF THE CODE.
(BB)
"PARTICIPANT" MEANS THE HOLDER OF AN OUTSTANDING AWARD.
(CC)
"PERFORMANCE PERIOD" MEANS ANY FISCAL YEAR OF THE COMPANY OR SUCH
OTHER PERIOD AS DETERMINED BY THE ADMINISTRATOR IN ITS SOLE DISCRETION.
(DD)
"PERFORMANCE SHARE" MEANS AN AWARD DENOMINATED IN SHARES WHICH MAY
BE EARNED IN WHOLE OR IN PART UPON ATTAINMENT OF "PERFORMANCE GOALS" (AS DEFINED
IN SECTION 11) OR OTHER VESTING CRITERIA AS THE ADMINISTRATOR MAY DETERMINE
PURSUANT TO SECTION 9.
(EE)
"PERFORMANCE UNIT" MEANS AN AWARD WHICH MAY BE EARNED IN WHOLE OR
IN PART UPON ATTAINMENT OF PERFORMANCE GOALS OR OTHER VESTING CRITERIA AS THE
ADMINISTRATOR MAY DETERMINE AND WHICH MAY BE SETTLED FOR CASH, SHARES OR OTHER
SECURITIES OR A COMBINATION OF THE FOREGOING PURSUANT TO SECTION 9.
(FF)
"PERIOD OF RESTRICTION" MEANS THE PERIOD DURING WHICH THE
TRANSFER OF SHARES OF RESTRICTED STOCK ARE SUBJECT TO RESTRICTIONS AND
THEREFORE, THE SHARES ARE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE.
SUCH
RESTRICTIONS MAY BE BASED ON THE PASSAGE OF TIME, THE ACHIEVEMENT OF TARGET
LEVELS OF PERFORMANCE, OR THE OCCURRENCE OF OTHER EVENTS AS DETERMINED BY THE
ADMINISTRATOR.
(GG)
"PLAN" MEANS THIS 2005 INCENTIVE PLAN.
(HH)
"RESTRICTED STOCK" MEANS SHARES ISSUED PURSUANT TO A RESTRICTED
STOCK AWARD UNDER SECTION 7 OF THE PLAN, OR ISSUED PURSUANT TO THE EARLY
EXERCISE OF AN OPTION.
(II)
"RULE 16B-3" MEANS RULE 16B-3 OF THE EXCHANGE ACT OR ANY
SUCCESSOR TO RULE 16B-3, AS IN EFFECT WHEN DISCRETION IS BEING EXERCISED WITH
RESPECT TO THE PLAN.
(JJ)
"SECTION 16(B)"
MEANS SECTION 16(B) OF THE EXCHANGE ACT.
(KK)
"SERVICE PROVIDER" MEANS AN EMPLOYEE, DIRECTOR OR CONSULTANT.
(LL)
"SHARE" MEANS A SHARE OF THE COMMON STOCK, AS ADJUSTED IN
ACCORDANCE WITH SECTION 16 OF THE PLAN.
(MM)
"STOCK APPRECIATION RIGHT" OR "SAR" MEANS AN AWARD, GRANTED ALONE OR
IN CONNECTION WITH AN OPTION, THAT PURSUANT TO SECTION 8 IS DESIGNATED AS A SAR.
(NN)
"SUBSIDIARY" MEANS A "SUBSIDIARY CORPORATION," WHETHER NOW OR