Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified
Performance Measures within a specified Performance Period.
Restricted Stock Unit Award
shall mean
an award of Restricted Stock Units under this Plan.
Restriction Period
shall mean any period designated by the
Committee during which (i) the Common Stock subject to an award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or
(ii) the conditions to vesting applicable to an award shall remain in effect.
SAR
shall mean
a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR.
Specified Minimum
Value
shall have the meaning set forth in
Section
2.5
Stock
Award
shall mean a Restricted Stock Award, Restricted Stock Unit Award or Unrestricted Stock Award.
Subsidiary
shall mean any corporation, limited liability company, partnership, joint venture or similar
entity in which the Company owns, directly or indirectly, an equity interest possessing 50% or more of the combined voting power of the total outstanding equity interests of such entity.
Substitute Award
shall mean an award granted under this Plan upon the assumption of, or in substitution
for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock;
provided
,
however
, that in
no event shall the term Substitute Award be construed to refer to an award made in connection with the cancellation and repricing of an option or SAR.
Tandem SAR
shall mean an SAR which is granted in tandem with, or by reference to, an option (including
a Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may
be Restricted Stock) or, to the extent provided in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price
of such SAR, multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered.
Tax Date
shall have the meaning set forth in
Section
6.6
.
Ten Percent Holder
shall have the meaning set forth in
Section
2.1(a)
.
Termination of Service
shall have the meaning set forth in
Section
6.9(a)
.
Unrestricted Stock
shall mean shares of Common Stock which are not subject to a Restriction Period
or Performance Measures.
Unrestricted Stock Award
shall mean an award of Unrestricted Stock under
this Plan.
1.3
Administration
.
This Plan shall be administered by the Committee. Any one or a combination of the following
awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified Stock Options; (ii) SARs in the form of Tandem SARs or Free-Standing SARs;
(iii) Stock Awards in the form of Restricted Stock, Restricted Stock Units or Unrestricted Stock; (iv) Performance Awards and (v) Deferred Stock Units. The Committee shall, subject to the terms of this Plan, select eligible persons
for participation in this
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