2.31 Permitted Transferee means, with respect to a Participant,
any family member of the Participant, as defined in the General Instructions to Form S-8 Registration Statement under the Securities Act (or any successor form thereto), or any other transferee
specifically approved by the Administrator after taking into account Applicable Law.
2.32 Plan means this 2023
Inducement Plan.
2.33 Restricted Stock means Shares awarded to a Participant under Article VII, subject to
certain vesting conditions and other restrictions.
2.34 Restricted Stock Unit means an unfunded, unsecured
right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.
2.35 Rule 16b-3 means Rule
16b-3 promulgated under the Exchange Act.
2.36
Section 409A means Section 409A of the Code and the regulations promulgated thereunder by the United States Treasury Department, as amended or as may be amended from time to time.
2.37 Securities Act means the Securities Act of 1933, as amended, and all regulations, guidance and other
interpretative authority issued thereunder.
2.38 Service Provider means an Employee, Consultant or Director.
2.39 Shares means shares of Common Stock.
2.40 Stock Appreciation Right or SAR means a right granted under Article VI to receive a
payment equal to the excess of the Fair Market Value of a specified number of Shares on the date the right is exercised over the exercise price set forth in the applicable Award Agreement.
2.41 Subsidiary means any entity (other than the Company), whether U.S. or
non-U.S., in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or
interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
2.42 Tax-Related Items means any U.S. and
non-U.S. federal, state and/or local taxes (including, without limitation, income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has
been transferred to a Participant) for which a Participant is liable in connection with Awards and/or Shares.
2.43
Termination of Service means:
(a) As to a Consultant, the time when the engagement of a Participant as a
Consultant to the Company or a Subsidiary is terminated for any reason, with or without Cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or
remains in employment or service with the Company or any Subsidiary.
(b) As to a Non-Employee
Director, the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or
retirement, but excluding terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Subsidiary.
(c) As to an Employee, the time when the employee-employer relationship between a Participant and the Company or any Subsidiary is terminated
for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Participant simultaneously commences or remains in employment or service with the Company
or any Subsidiary.
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