condition that any transfer made by a Participant to a Permitted Transferee may only be made if the Permitted Transferee, prior to the time of transfer of stock, agrees in writing to be bound by
the terms of the Plan and provides written notice to the Company of the transfer.
2.41
Person
means an individual, partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor organization, unincorporated organization, governmental entity or political subdivision
thereof or any other entity, and includes a syndicate or group as those terms are used in Section 13(d)(3) or 14(d)(2) of the Exchange Act.
2.42 Plan
means this Gulfport Energy Corporation 2019 Amended and Restated Stock Incentive
Plan. Prior to this amendment and restatement, the Plan was known as Gulfport Energy Corporation 2013 Restated Stock Incentive Plan, a restatement of the Gulfport Energy Corporation 2005 Stock Incentive Plan.
2.43 Prior Plan
means the Gulfport Energy Corporation 1999 Stock Option Plan.
2.44 Prohibited Personal Loan
means any direct or indirect extension of credit or arrangement
of an extension of credit to a Director or executive officer (or equivalent thereof) by the Company or a Related Company that is prohibited by Section 402(a) of the Sarbanes-Oxley Act (codified as Section 13(k) of the Exchange Act).
2.45 Related Company
means any parent corporation or subsidiary corporation of the Company,
whether now or hereafter existing, as those terms are defined in Code Sections 424(e) and (f), respectively.
2.46 Restricted Award
means any Award granted pursuant to
Section 7.1
, including
Restricted Stock and Restricted Stock Units.
2.47 Restricted Period
has the
meaning set forth in
Section 7.1
.
2.48 Restricted Stock
has the meaning set forth in
Section 7.1
.
2.49 Restricted Stock
Unit
means a hypothetical Common Stock unit having a value equal to the Fair Market Value of an identical number of shares of Common Stock as determined in
Section 7.1
.
2.50 Right of Repurchase
means the Companys option to repurchase unvested Common Stock
acquired under the Plan upon the Participants termination of Continuous Service pursuant to
Section
10.7
.
2.51 Rule
16b-3
means Rule
16b-3
issued under the Exchange Act or any successor to Rule
16b-3.
2.52 Securities Act
means the Securities Act of 1933, as amended.
2.53 Stock Appreciation Right or SAR
means the right pursuant to an Award granted
under
Section 7.3
to receive an amount equal to the excess, if any, of (a) the Fair Market Value, as of the date the Stock Appreciation Right or portion thereof is surrendered, of the shares of Common Stock covered by the right or
portion thereof, over (b) the aggregate Strike Price of the right or portion thereof.
2.54
Stock for Stock Exchange
has the meaning set forth in
Section 6.3
.
2.55
Strike Price
means the threshold value per share of Common Stock, the excess over which will be payable upon exercise of a Stock Appreciation Right, as determined by the Administrator pursuant to
Section 7.3(d)
and set
forth in the Award Agreement for a Stock Appreciation Right.
2.56 Surviving Entity
means
the Company if immediately following any merger, consolidation or similar transaction, the holders of outstanding voting securities of the Company immediately prior to the merger or
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