2.16 Exercise Price means, with respect to a Stock Appreciation Right,
the amount established by the Committee in the Award Agreement which is to be subtracted from the Fair Market Value on the date of exercise in order to determine the amount of the payment to be made to the Participant, as further described in
Section 6.02(b).
2.17 Fair Market Value means, as of any applicable date: (i) if the Common Stock is listed
on one or more international or national securities exchanges, the closing sales price of the Common Stock on the exchange having the greatest number of shares listed or eligible for trading on that date, or, if no sale of the Common Stock occurred
on that date, on the next preceding date on which there was a reported sale; or (ii) if the above does not apply, the closing bid price as reported by the Nasdaq SmallCap Market on that date, or if no price was reported for that date, on the
next preceding date for which a price was reported; or (iii) if none of the above apply, the last reported bid price published in the pink sheets or displayed on the National Association of Securities Dealers, Inc., Electronic
Bulletin Board, as the case may be; or (iv) if none of the above apply or the Committee elects to use a different standard for determining Fair Market Value for one or more Awards, the fair market value of the Common Stock as determined under
written procedures established by the Committee.
2.18 Incentive Stock Option means an incentive stock option within
the meaning of Section 422 of the Code.
2.19 Merger means any merger, reorganization, consolidation, exchange,
transfer of assets or other transaction having similar effect involving the Company.
2.20 Non Qualified Stock Option
means an Option which is not an Incentive Stock Option.
2.21 Options means all Non Qualified Stock Options and
Incentive Stock Options granted at any time under the Plan.
2.22 Outstanding Common Stock means, at any time, the
issued and outstanding shares of Common Stock.
2.23 Participant means a person designated to receive an Award under
the Plan in accordance with Section 5.01.
2.24 Performance Awards means Awards granted in accordance with Article
VIII.
2.25 Performance Goals means the performance measures established by the Committee, which may be objective or
subjective and may be measured on an absolute or relative basis with respect to the Company, any one or more of its subsidiaries and divisions or any individual.
2.26 Plan has the meaning given to such term in Section 1.01.
2.27 Prior Plan means the Companys Second Amended and Restated 2009 Omnibus Incentive Plan.
2.28 Purchase Price, with respect to Options, shall have the meaning set forth in Section 6.01(b).
2.29 Restricted Shares means Common Stock subject to restrictions imposed in connection with Awards granted under Article
VII.
2.30 Restricted Stock Unit means a unit representing the right to receive Common Stock or the value thereof in
the future subject to restrictions imposed in connection with Awards granted under Article VII.
2.31 Rule 16b-3 means Rule 16b-3 promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, as the same may be amended from time to time, and
any successor rule.
2.32 Section 409A means Section 409A of the Code and the guidance and regulations promulgated
thereunder and successor provision, guidance and regulations thereto.
2.33 Stock Appreciation Rights or SARs
means Awards granted in accordance with Article VI.
2.34 Substitute Awards means Awards granted or shares of Common
Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any subsidiary of the Company or with which the
Company or any subsidiary of the Company combines.
2.35 Termination of Service means the voluntary or involuntary
termination of a Participants service as an employee, director or consultant with the Company or an Affiliate for any reason, including death, disability, retirement or as the result of the divestiture of the Participants employer or any
similar transaction in which the Participants employer ceases to be the Company or one of its subsidiaries. Whether entering military or other government service shall constitute Termination of Service, or whether and when a Termination of
Service shall
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