Combination), in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the Outstanding Stock and Company
Voting Securities immediately prior to such Business Combination do not, immediately following such Business Combination, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination in substantially the same proportion as their
ownership immediately prior to such Business Combination of the Outstanding Stock and Company Voting Securities, as the case may be; or
(4) (i) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company, or
(ii) sale or other disposition of all or substantially all of the assets of the Company other than to a corporation with respect to which, following such sale or disposition, more than 50% of, respectively, the then outstanding shares of common
stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Stock and Company Voting Securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the Outstanding Stock and Company Voting
Securities, as the case may be, immediately prior to such sale or disposition.
(f)
Code
means
the Internal Revenue Code of 1986, as amended.
(g)
Committee
means the Compensation Committee
of the Board.
(h)
Company
means Mastech Digital, Inc., a Pennsylvania corporation, including
any successor thereto by merger, consolidation, acquisition of all or substantially all the assets thereof, or otherwise.
(i)
Compensation
means an Eligible Employees wages as reported on Form
W-2
(
i.e.
, wages as defined in section 3401(a) of the Code and all other payments of compensation for which the Participating Company is required to furnish the employee a written statement under sections
6041(d) and 6051(a)(3) of the Code), or, in the case of a Canadian Participating Employee, on Form T4, from a Participating Company, or, in the case of an Indian Participating Employee, an Eligible Employees total remuneration for services to
a Participating Company to the extent includible in gross income for tax purposes, in each case reduced by reimbursements or other expense allowances, fringe benefits (cash and
non-cash),
moving expenses,
deferred compensation, and welfare benefits, but including salary reduction contributions and elective contributions to welfare benefit plans and retirement plans that are not includible in gross income in the jurisdiction where the Eligible
Employee is resident.
(j)
Effective Date
means January 1, 2019
(k)
Election Form
means the written or electronic form acceptable to the Committee which an Eligible
Employee shall use to make an election to purchase Shares through Payroll Deductions pursuant to the Plan.
(l)
Eligible Employee
means an Employee who is not an Ineligible Employee.
(m)
Eligible Employer
means the Company and any subsidiary of the Company, within the meaning of
section 424(f) of the Code.
(n)
Employee
means a person who is an employee of a Participating
Company.
(o)
Fair Market Value
means the closing price per Share on the NYSE American Stock
Exchange, or, if not listed or traded on the NYSE American Stock Exchange, the principal national securities exchange on which the Shares are listed or admitted to trading or, if not listed or traded on any such exchange, on the National
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