(t) “
Key Advisor
”
shall mean a consultant or advisor of an Employer
(u) “
Non-Employee
Director
” shall mean a member of the Board who is not an Employee.
(v) “
Nonqualified
Stock Option
” shall mean an option to purchase Company Stock that is not intended to meet the requirements of section 422 of the Code.
(w) “
Option
”
shall mean an Incentive Stock Option or Nonqualified Stock Option granted under the Plan.
(x)
“
Other Stock-Based Award
” shall mean any Grant based on, measured by or payable in Company Stock, as described in Section 10.
(y) “
Performance
Goals
” shall mean the performance goals established by the Committee in connection with Grants that vest based on the attainment of specified levels of one or more of the following criteria or such other criteria as the Committee determines:
stock price, total shareholder return, earnings per share, net earnings, operating earnings, earnings before income taxes, EBITDA (earnings before income tax expense, interest expense, and depreciation and amortization expense), return on assets,
return on equity, growth in assets, unit volume, sales or market share, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, product development goals, regulatory goals, market penetration
goals, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures. The criteria may relate to the Grantee’s business unit or the performance of the Company and its parents and subsidiaries as a whole, or any
combination of the foregoing.
(z) “
SAR
” shall
mean a stock appreciation right with respect to a share of Company Stock.
(aa) “
Stock Award
”
shall mean an award of Company Stock, with or without restrictions.
(bb) “
Stock Unit
”
shall mean a unit that represents a hypothetical share of Company Stock.
Section 2. Administration
(a)
Committee
.
The Plan shall be administered and interpreted by the Board or by a Committee appointed by the Board. The Committee, if applicable, should consist of two or more persons who are “non-employee directors” as defined under Rule 16b-3 under the
Exchange Act and “independent” for purposes of the applicable stock exchange rules. The Board shall approve and administer all Grants made to Non-Employee Directors. The Committee may delegate authority to one or more subcommittees, as it deems
appropriate. To the extent that the Board or a subcommittee administers the Plan, references in the Plan to the “
Committee
” shall be deemed to refer to the Board or such subcommittee. In the absence of a specific designation by the Board to
the contrary, the Plan shall be administered by the Committee of the Board or any successor Board committee performing substantially the same functions.
(b)
Committee
Authority
. The Committee shall have the sole authority to (i) determine the individuals to whom Grants shall be made under the Plan, (ii) determine the type, size and terms of the Grants to be made to each such individual, (iii) determine the
time when the Grants will be made and, subject to Section 3(b)(iii) below, the duration of any applicable exercise or restriction period, including the criteria for exercisability and the acceleration of exercisability, (iv) amend the terms of any
previously issued Grant, subject to the provisions of Section 17 below, and (v) deal with any other matters arising under the Plan.
(c)
Committee
Determinations
. The Committee shall have full power and express discretionary authority to administer and interpret the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it
hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted hereunder. All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company, not as a
fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals.
(d)
Indemnification
.
No member of the Committee and no employee of the Company shall be liable for any act or failure to act hereunder, except in circumstances involving his or her bad faith or willful misconduct, or for any act or failure to act hereunder by any other
member or employee or by any agent to whom duties in connection with the administration of this Plan have been delegated. The Company shall indemnify members of the Committee and any agent of the Committee who is an employee of the Company, a
subsidiary or an affiliate against any and all liabilities or expenses to which they may be subjected by reason of any act or failure to act with respect to their duties on behalf of the Plan, except in circumstances involving such person’s bad
faith or willful misconduct.