(x)
Full Value Award
means (i) a stock award
granted under any of the Prior Plans or (ii) an Award, in each case that is not an Appreciation Award.
(y)
Incentive Stock Option
means an option granted pursuant to Section 5 that is intended to be, and that qualifies as, an incentive stock option within the meaning of Section 422 of the Code.
(z)
Non-Employee
Director
means a Director who either
(i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a
Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation
S-K
promulgated pursuant to the Securities Act (
Regulation
S-K
)), does not possess an interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation
S-K,
and is not engaged
in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation
S-K,
or (ii) is otherwise considered a
non-employee
director for purposes of Rule
16b-3.
(aa)
Nonstatutory Stock Option
means an option granted pursuant to Section 5 that does not qualify as an Incentive Stock Option.
(bb)
Officer
means a person who is an officer of the Company within the meaning of Section 16 of
the Exchange Act.
(cc)
Option
means an Incentive Stock Option or a Nonstatutory Stock Option
to purchase shares of Common Stock granted pursuant to the Plan.
(dd)
Option Agreement
means
a written agreement between the Company and a holder of an Option evidencing the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan.
(ee)
Other Stock Award
means an award based in whole or in part by reference to the Common Stock which
is granted pursuant to the terms and conditions of Section 6(d).
(ff)
Other Stock Award
Agreement
means a written agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms
and conditions of the Plan.
(gg)
Own,
Owned,
Owner,
Ownership
A person or Entity will be deemed to Own, to have Owned, to be the Owner of, or to have acquired
Ownership of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting,
with respect to such securities.
(hh)
Participant
means (i) with respect to any Award,
a person to whom such Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Award, and (ii) with respect to any Prior Plan Award, a person to whom such Prior Plan Award is granted pursuant to any
Prior Plan or, if applicable, such other person who holds an outstanding Prior Plan Award.
(ii)
Performance Criteria
means the one or more criteria that the Board will select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such
Performance Goals may be based on any one of, or combination of, the following, as determined by the Board: (i) earnings (including earnings per share and net earnings); (ii) earnings before interest, taxes and depreciation; (iii) earnings
before interest, taxes, depreciation and amortization (EBITDA); (iv) total stockholder return; (v) return on equity or average stockholders equity; (vi) return on assets, investment, or capital employed; (vii) stock price or
stock price performance; (viii) margin (including gross margin); (ix) net income (before or after
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