2.12 Designated Beneficiary means the
beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participants rights if the Participant dies or becomes incapacitated. Without a Participants
effective designation, Designated Beneficiary will mean the Participants estate.
2.13 Dividend Equivalents means a right granted to a Participant under the Plan to receive
the equivalent value (in cash or Shares) of dividends paid on Shares.
2.14 Employee
means any employee of the Company or its Subsidiaries.
2.15 Equity Restructuring
means, as determined by the Administrator, a non-reciprocal transaction between the Company and its shareholders, such as a stock dividend, stock split, spin-off or
recapitalization through a large, nonrecurring cash dividend, or other large, nonrecurring cash dividend, that affects the Shares (or other securities of the Company) or the share price of Common Stock (or other securities of the Company) and causes
a change in the per share value of the Common Stock underlying outstanding Awards.
2.16 Exchange
Act means the Securities Exchange Act of 1934, as amended.
2.17 Fair Market
Value means, as of any date, the value of a share of Common Stock determined as follows: (a) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common
Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable;
(b) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during
which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (c) without an established market for the Common Stock, the Administrator will determine the Fair Market Value in its
discretion.
2.18 Greater Than 10% Shareholder means an individual then owning (within
the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code,
respectively.
2.19 Incentive Stock Option means an Option intended to qualify as an
incentive stock option as defined in Section 422 of the Code.
2.20 Non-Employee Director means a member of the Board who is not an Employee.
2.21 Non-Qualified Stock Option means an Option, or
portion thereof, not intended or not qualifying as an Incentive Stock Option.
2.22 Option means an option to purchase Shares, which will either be an Incentive Stock
Option or a Non-Qualified Stock Option.
2.23 Other Stock or
Cash Based Awards means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property awarded to a Participant under Section 8.1.
2.24 Overall Share Limit means 20.5 million Shares.
2.25 Participant means an Employee, Consultant, or
Non-Employee Director who has been granted an Award.
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