2.18 Incentive Option.
“Incentive Option” means any Option designated and qualified as an
“incentive stock option” as defined in Section 422 of the Code.
2.19 Incentive Option Agreement.
“Incentive Option Agreement” means an Option Agreement with respect to an Incentive Option.
2.20 Initial Limit.
“Initial Limit” means four million eight hundred nine thousand 4,809,000 shares.
2.21 Insider Trading Policy.
“Insider Trading Policy” means the insider trading policy of the Company, as adopted by the Board and then in effect.
2.22 New Incentives.
“New Incentives” has the meaning set forth in Section 11.1(b).
2.23 Nonqualified Option.
“Nonqualified Option” means any Option that is not an Incentive Option. To the extent that any Option designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, including, without limitation, for failure to meet the limitations applicable to a 10% Stockholder or because it exceeds the annual limit provided for in Section 5.8 below, it shall to that extent constitute a Nonqualified Option.
2.24 Nonqualified Option Agreement.
“Nonqualified Option Agreement” means an Option Agreement with respect to a Nonqualified Option.
2.25 Option.
“Option” means any option to purchase Common Stock granted pursuant to this Plan.
2.26 Option Agreement.
“Option Agreement” means the written agreement entered into between the Company and the Optionee with respect to an Option granted under this Plan.
2.27 Optionee.
“Optionee” means any Participant who holds an Option.
2.28 Participant.
“Participant” means an individual or entity that holds Options, Restricted Stock Units, Restricted Stock or Stock Appreciation Rights under this Plan.
2.29 Performance Criteria.
“Performance Criteria” means the criteria that the Administrator may select from time to time for purposes of establishing the performance goals or objectives applicable to the vesting of any Incentive Option, Nonqualified Option, Restricted Stock Units, Restricted Stock or Stock Appreciation Rights granted under the Plan, which are limited to any one of, or combination of, the following (which may be applicable to the Company, an Affiliated Company, a division, business unit or product of the Company or any Affiliated Company, or any combination of the foregoing, and which may be stated as an absolute amount, a target percentage over a base percentage or absolute amount, or the occurrence of a specific event): revenue or sales, gross profit (loss), operating income (loss), earnings (loss) before interest, taxes, depreciation and amortization (EBITDA); net income (loss) (either before or after interest, taxes, depreciation and/or amortization), cash flow, cash or working capital balance, changes in the market price of the Common Stock, earnings (loss) per share of Common Stock (EPS), product development or regulatory milestones, acquisitions or strategic transactions, return on capital, assets, equity, or investment, total stockholder return, expense amount or reduction, operating efficiency, number of customers and customer satisfaction, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.
2.30 Plan.
“Plan” means this Amended and Restated 2013 Stock Incentive Plan of the Company.
2.31 Purchase Price.
“Purchase Price” means the purchase price per share of Restricted Stock.
2.32 Restricted Stock.
“Restricted Stock” means shares of Common Stock issued pursuant to Article 7, subject to any restrictions and conditions as are established pursuant to such Article 7.
2.33 Restricted Stock Agreement.
“Restricted Stock Agreement” means the written agreement entered into between the Company and a Participant evidencing the grant of Restricted Stock under the Plan.
2.34 Restricted Stock Unit.
“Restricted Stock Unit” means a right to receive an amount equal to the Fair Market Value of one share of Common Stock, issued pursuant to Article 6, subject to any restrictions and conditions as are established pursuant to Article 6.
2.35 Restricted Stock Unit Agreement.
“Restricted Stock Unit Agreement” means the written agreement evidencing the grant of Restricted Stock Units to a Participant under the Plan.
2.36 Securities Act.
“Securities Act” means the Securities Act of 1933, as amended.
2.37 Service Provider.
“Service Provider” means a consultant or other person or entity the Administrator authorizes to become a Participant in the Plan and who provides services to (i) the Company, (ii) an Affiliated Company, or (iii) any other business venture designated by the Administrator in which the Company or an Affiliated Company has a significant ownership interest.
2.38 Stock Appreciation Right.
“Stock Appreciation Right” means a right issued pursuant to Article 8, subject to any restrictions and conditions as are established pursuant to Article 8, that is designated as a Stock Appreciation Right.