"RESTRICTION PERIOD" SHALL HAVE THE MEANING SET
FORTH IN SECTION 8.1.
6.26
"RETIREMENT" WITH RESPECT TO A PARTICIPANT'S
TERMINATION OF EMPLOYMENT OR TERMINATION OF CONSULTANCY SHALL MEAN A TERMINATION
OF EMPLOYMENT OR TERMINATION OF CONSULTANCY WITHOUT CAUSE FROM THE COMPANY AND
AN AFFILIATE BY A PARTICIPANT WHO HAS ATTAINED:
(I) AT LEAST AGE 65; OR (II)
SUCH EARLIER DATE AFTER AGE 55 AS APPROVED BY THE COMMITTEE, IN ITS SOLE
DISCRETION, WITH REGARD TO SUCH PARTICIPANT.
WITH RESPECT TO A PARTICIPANT'S
TERMINATION OF DIRECTORSHIP, RETIREMENT SHALL MEAN THE FAILURE TO STAND FOR
REELECTION OR THE FAILURE TO BE REELECTED AFTER A PARTICIPANT HAS ATTAINED AGE
65.
6.27
"RULE 16B-3" SHALL MEAN RULE 16B-3 UNDER
SECTION 16(B) OF THE EXCHANGE ACT AS THEN IN EFFECT OR ANY SUCCESSOR PROVISIONS.
6.28
"SECTION 162(M) OF THE CODE" SHALL MEAN THE
EXCEPTION FOR PERFORMANCE-BASED COMPENSATION UNDER SECTION 162(M) OF THE CODE
AND ANY TREASURY REGULATIONS THEREUNDER.
6.29
"STOCK APPRECIATION RIGHT" OR "SAR" SHALL MEAN
THE RIGHT PURSUANT TO AN AWARD GRANTED UNDER ARTICLE VII.
6.30
"STOCK OPTION" OR "OPTION" SHALL MEAN ANY OPTION
TO PURCHASE SHARES OF COMMON STOCK GRANTED TO ELIGIBLE EMPLOYEES OR CONSULTANTS
PURSUANT TO ARTICLE VI OR GRANTED TO NON-EMPLOYEE DIRECTORS PURSUANT TO
ARTICLE VI OR IX.
6.31
"SUBSIDIARY" SHALL MEAN ANY SUBSIDIARY
CORPORATION OF THE COMPANY WITHIN THE MEANING OF SECTION 424(F) OF THE CODE.
6.32
"TANDEM STOCK APPRECIATION RIGHT" SHALL MEAN A
STOCK APPRECIATION RIGHT ENTITLING THE HOLDER TO SURRENDER TO THE COMPANY ALL
(OR A PORTION) OF A STOCK OPTION IN EXCHANGE FOR AN AMOUNT IN CASH OR STOCK
EQUAL TO THE EXCESS OF:
(I) THE FAIR MARKET VALUE, ON THE DATE SUCH STOCK
OPTION (OR SUCH PORTION THEREOF) IS SURRENDERED, OF THE COMMON STOCK COVERED BY
SUCH STOCK OPTION (OR SUCH PORTION THEREOF), OVER (II) THE AGGREGATE EXERCISE
PRICE OF SUCH STOCK OPTION (OR SUCH PORTION THEREOF).
6.33
"TEN PERCENT STOCKHOLDER" SHALL MEAN A PERSON
OWNING STOCK POSSESSING MORE THAN 10% OF THE TOTAL COMBINED VOTING POWER OF ALL
CLASSES OF STOCK OF THE COMPANY OR ITS SUBSIDIARIES OR ITS PARENT CORPORATIONS,
AS DEFINED IN SECTION 424(E) OF THE CODE.
4
6.34
"TERMINATION OF CONSULTANCY" SHALL MEAN, WITH
RESPECT TO A CONSULTANT, THAT THE CONSULTANT IS NO LONGER ACTING AS A CONSULTANT
TO THE COMPANY AND ITS AFFILIATES.
IN THE EVENT AN ENTITY SHALL CEASE TO BE AN
AFFILIATE, THERE SHALL BE DEEMED A TERMINATION OF CONSULTANCY OF ANY INDIVIDUAL
WHO IS NOT OTHERWISE A CONSULTANT OF THE COMPANY OR ANOTHER AFFILIATE AT THE
TIME THE ENTITY CEASES TO BE AN AFFILIATE.
6.35
"TERMINATION OF DIRECTORSHIP" SHALL MEAN, WITH
RESPECT TO A NON-EMPLOYEE DIRECTOR, THAT THE NON-EMPLOYEE DIRECTOR HAS CEASED TO
BE A DIRECTOR OF THE COMPANY.
6.36
"TERMINATION OF EMPLOYMENT" SHALL MEAN:
(I) A
TERMINATION OF SERVICE OF A PARTICIPANT FROM THE COMPANY AND ITS AFFILIATES; OR
(II) WHEN AN ENTITY WHICH IS EMPLOYING A PARTICIPANT CEASES TO BE AN AFFILIATE,
UNLESS THE PARTICIPANT THEREUPON BECOMES EMPLOYED BY THE COMPANY OR ANOTHER
AFFILIATE.
6.37
"TRANSFER"