such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent
possible while remaining lawful and valid.
13. T
ERMINATION
OF
THE
P
LAN
.
The Board may suspend or terminate the Plan at any time.
No Incentive Stock Options may be granted after the tenth anniversary of the earlier of: (i) the Adoption Date, or (ii) the
Effective Date.
No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.
14. D
EFINITIONS
.
As used
in the Plan, the following definitions apply to the capitalized terms indicated below:
(a)
Acquiring Entity
means the surviving or acquiring corporation (or its parent
company) in connection with a Corporate Transaction.
(b)
Adoption Date
means the date
the Plan is first approved by the Board or Compensation Committee.
(c)
Affiliate
means, at the time of determination, any parent or subsidiary of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board may determine the time or times at which parent or
subsidiary status is determined within the foregoing definition.
(d)
Applicable
Law
means shall mean any applicable securities, federal, state, foreign, material local or municipal or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule,
regulation, judicial decision, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body (including under the authority of any applicable self-regulating
organization such as the Nasdaq Stock Market, New York Stock Exchange, or the Financial Industry Regulatory Authority).
(e)
Award
means any right to receive Common Stock, cash or other property granted
under the Plan (including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a RSU Award, a SAR, a Performance Award or any Other Award).
(f)
Award Agreement
means a written agreement between the Company and a Participant
evidencing the terms and conditions of an Award. The Award Agreement generally consists of the Grant Notice and the agreement containing the written summary of the general terms and conditions applicable to the Award and which is provided to a
Participant along with the Grant Notice.
(g)
Board
means the Board of Directors
of the Company (or its designee). Any decision or determination made by the Board shall be a decision or determination that is made in the sole discretion of the Board (or its designee), and such decision or determination shall be final and binding
on all Participants.
(h)
Capitalization Adjustment
means any change that is made
in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization,
recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate
structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards
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