applicable date is not a trading day, the trading day immediately preceding the applicable date, or (ii) if the shares of Common Stock are not then listed on a national securities exchange,
the closing or last price of the Common Stock quoted by an established quotation service for over-the-counter securities, or (iii) if the shares of Common Stock are not then listed on a national securities exchange or quoted by an established
quotation service for over-the-counter securities, or the value of such shares is not otherwise determinable, such value as determined by the Board in good faith in its sole discretion.
2.18. Family Member
means a person who is a spouse, former spouse, child, stepchild, grandchild, parent, stepparent,
grandparent, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law, including adoptive relationships, of the applicable individual, any person sharing the applicable
individuals household (other than a tenant or employee), a trust in which any one or more of these persons have more than fifty percent of the beneficial interest, a foundation in which any one or more of these persons (or the applicable
individual) control the management of assets, and any other entity in which one or more of these persons (or the applicable individual) own more than fifty percent of the voting interests.
2.19. Grant Date
means, as determined by the Board, the latest to occur of (i) the date as of which the Board approves an
Award, (ii) the date on which the recipient of an Award first becomes eligible to receive an Award under
Section 6
hereof, or (iii) such other date as may be specified by the Board in the Award Agreement.
2.20. Grantee
means a person who receives or holds an Award under the Plan.
2.21. Incentive Stock Option
means an incentive stock option within the meaning of Section 422 of the Code, or
the corresponding provision of any subsequently enacted tax statute, as amended from time to time.
2.22. Interim
Retainer
means an amount established by the Board from time to time payable to a Non-Employee Director for service on the Board if the Non-Employee Director is elected or appointed to the Board other than at an annual meeting of the
stockholders of the Company. Unless otherwise determined by the Board, the amount of the Interim Retainer will be equal to the amount of the most recent Annual Retainer, prorated for the period of service by the Non-Employee Director through the
next annual meeting of stockholders of the Company.
2.23. Non-Employee Director
means a member of the Board who is
not an officer or employee of the Company or any Subsidiary.
2.24. Non-qualified Stock Option
means an Option that
is not an Incentive Stock Option.
2.25. Option
means an option to purchase one or more shares of Stock pursuant to
the Plan.
2.26. Option Price
means the exercise price for each share of Stock subject to an Option.
2.27. Other Stock-based Awards
means Awards consisting of Stock units, or other Awards, valued in whole or in part by reference
to, or otherwise based on, Common Stock, other than Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units.
2.28. Outstanding Voting Securities
means the outstanding voting securities of the Company entitled to vote generally in the
election of directors.
2.29. Performance Award
means an Award made subject to the attainment of performance goals
(as described in
Section 12
) over a performance period established by the Committee, and includes an Annual Incentive Award.
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