2.13 “Harmful Activity.” A Harmful Activity shall be deemed to have occurred if the Employee or the Non-Employee Director shall, while employed by or providing services to the Company or within six months after termination of such employment or service, do any one or more of the following:
(a) use, publish, sell, trade or otherwise disclose “non-public information” of the Company unless such activity was inadvertent, done in good faith and did not cause significant harm to the Company;
(b) after notice from the Company, fail to return to the Company any document, data, or other item or items in the Employee’s or Non-Employee Director’s possession or to which the Employee or Non-Employee Director has access that may involve “non-public information” of the Company;
(c) upon the Employee’s or Non-Employee Director’s own behalf or upon behalf of any other person or entity that competes or plans to compete with the Company, solicit or entice for employment or hire any Employee of the Company;
(d) upon the Employee’s or Non-Employee Director’s own behalf or upon behalf of any other person or entity that competes or plans to compete with the Company, contact, call upon, solicit or do business with (other than a business which does not compete with any business conducted by the Company), any customer of the Company the Employee or Non-Employee Director contacted, called upon, solicited, interacted with, or became acquainted with, or learned of through access to information (whether or not the information is or was “non-public information”) while employed by or providing services to the Company unless such activity was inadvertent, done in good faith, and did not involve a customer who the Employee or Non-Employee Director should have reasonably known was a customer of the Company; or
(e) upon the Employee’s or Non-Employee Director’s own behalf or on behalf of any other person or entity that competes or plans to compete with the Company, engage in any business activity in competition with the Company in the same or closely related activity that the Employee or Non-Employee Director was engaged in for the Company during the one year period prior to termination of employment or termination of services.
For purpose of this Section 2.13, “non-public information” means, but is not limited to, trade secrets, confidential processes, programs, software, formulas, methods, business information or plans, financial information, and listings of names (e.g., Employees, customers, and suppliers) that are developed, owned, utilized, or maintained by the Company, and that of its customers or suppliers, and that are not generally known by the public.
2.14 “Incentive Stock Option.” A Stock Option designated by the Committee as an incentive stock option within the meaning of Code Section 422.
2.15 “Non-Employee Director.” A member of the Board, or of the board of directors of a Subsidiary, or any other body performing the function of a board of directors, or a member of an advisory board or council established by the Board, who is not an Employee.
2.16 “Nonqualified Stock Option.” A Stock Option that by its terms does not qualify as an Incentive Stock Option.
2.17 “Optionee.” A Participant who is awarded a Stock Option pursuant to the provisions of the Plan.
2.18 “Other Equity-Based Award.” An Award that is not a Stock Option, Restricted Stock, or Restricted Stock Unit that is granted under Section 10.1 and is payable by delivery of Common Stock or which is measured by reference to the value of Common Stock.
2.19 “Participant.” An Employee or Non-Employee Director to whom an Award has been made and which Award remains outstanding.
2.20 “Performance Criteria.” Any objective determination based on one or more of the following areas of performance of the Company, a Subsidiary, or any division, department or group of either which