expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code,
and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.
(r)
Effective Date
means the effective date of this Plan, which is the date of the Annual Meeting of
Stockholders of the Company held in 2018, provided that this Plan is approved by the Companys stockholders at such meeting.
(s)
Employee
means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a
Director to be considered an Employee for purposes of the Plan.
(t)
Entity
means
a corporation, partnership, limited liability company or other entity.
(u)
Exchange Act
means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(v)
Exchange Act Person
means any natural person, Entity or group (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that Exchange Act Person will not include
(i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any
Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their Ownership of stock of the Company, or (v) any natural person, Entity or group (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner,
directly or indirectly, of securities of the Company representing more than fifty percent 50% of the combined voting power of the Companys then outstanding securities.
(w)
Fair Market Value
means, as of any date, the value of the Common Stock determined as follows:
(i)
Unless otherwise provided by the Board, if the Common Stock is listed on any established stock exchange or traded on any established market, then the Fair Market Value of a share of Common
Stock will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source the Board deems
reliable.
(ii)
Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the
date of determination, then the Fair Market Value of a share of Common Stock will be the closing sales price for such stock on the last preceding date for which such quotation exists.
(iii)
In the absence of such markets for the Common Stock, the Fair Market Value of a share of Common Stock will be determined by
the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.
(x)
Full
Value Award
means (i) a stock award granted under any of the Prior Plans or (ii) an Award, in each case that is not an Appreciation Award.
(y)
Incentive Stock Option
means an option granted pursuant to Section 5 that is intended to be, and that qualifies as, an incentive stock option within
the meaning of Section 422 of the Code.
(z)
Non-Employee
Director
means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an
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