maintain a market for the securities of the Company; provided that the term Consultant does not include (i) Employees or (ii) Directors who are paid only a directors
fee by the Company or who are not compensated by the Company for their services as Directors.
2.12
Continuous Status as an Employee, Director or Consultant
means that the employment, director or
consulting relationship is not interrupted or terminated by the Company, any Parent or Subsidiary, or by the Employee, Director or Consultant. Continuous Status as an Employee, Director or Consultant will not be considered interrupted in the case
of: (i) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave, provided, that for purposes of Incentive Stock Options, any such leave may not exceed 90 days, unless reemployment upon the
expiration of such leave is guaranteed by contract (including certain Company policies) or statute; (ii) transfers between locations of the Company or between the Company, its Parent, its Subsidiaries or its successor; or (iii) in the case
of an Award other than an Incentive Stock Option, the ceasing of a person to be an Employee while such person remains a Director or Consultant, the ceasing of a person to be a Director while such person remains an Employee or Consultant or the
ceasing of a person to be a Consultant while such person remains an Employee or Director.
2.13
Director
shall mean a
non-employee
member of the Board
or a
non-employee
member of the board of directors of a Parent or Subsidiary.
2.14
Disability
shall mean total and permanent disability as defined in Section 22(e)(3) of the
Code.
2.15
Dividend Equivalents
shall have the meaning set forth in
Section
10.5
.
2.16
Employee
shall mean any employee of the Company or
any Parent or Subsidiary.
2.17
Exchange Act
shall mean the Securities Exchange Act of 1934 and
the rules promulgated thereunder, as amended.
2.18
Fair Market Value
shall mean, with respect to
any property other than Shares, the market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. The Fair Market Value of Shares as of any date shall be determined as follows:
(i) If the Shares are listed on any established stock exchange or a national market system, including without limitation, the NASDAQ Stock
Market, the Fair Market Value of a Share will be (i) the closing sales price for such Shares (or the closing bid, if no sales are reported) as quoted on that system or exchange (or the system or exchange with the greatest volume of trading in
Shares) on the last market trading day prior to the day of determination or (ii) any sales price for such Shares (or the closing bid, if no sales are reported) as quoted on that system or exchange (or the system or exchange with the greatest
volume of trading in Shares) on the day of determination, as the Committee may select, in each case as reported in the Wall Street Journal or any other source the Committee considers reliable.
(ii) If the Shares are not listed on an established stock exchange or a national market system, the Fair Market Value of a Share will be
determined in good faith by the Committee with reference to the earnings history, book value and prospects of the Company in light of market conditions generally, and any other factors the Committee considers appropriate, such determination by the
Committee to be final, conclusive and binding.
2.19
Family Member
means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law,
father-in-law,
son-in-law,
daughter-in-law,
brother-in-law,
or
sister-in-law,
including adoptive relationships, any person sharing the
Participants household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50 percent of
the voting interests.
2.20
Incentive Stock Option
means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.
2.21
Option
shall mean any right granted to a Participant under the Plan allowing such Participant to
purchase Shares at such price or prices and during such period or periods as the Committee shall determine.
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