NASDAQ National Market Issues, if the Stock is admitted for trading or quotation on said exchange or market), or, if no sales of the Stock were made on said exchange or market on that date, the
average of the high and low prices of the Stock as reported in said composite transactions report for the preceding day on which sales of the Stock were made on said exchange or market. If the Stock is not then trading on an exchange or quoted in
NASDAQ National Market Issues, then Fair Market Value shall be the mean between the bid and asked prices for the relevant over-the-counter transaction on such date or
the preceding day on which sales of Stock were made over-the-counter, or if there are not such transactions, Fair Market Value shall be determined in good faith by the
Administrator. Notwithstanding the foregoing, for purposes of valuing Stock delivered to the Company by a Participant in payment of the exercise price of a Stock Option or Stock delivered or withheld in payment of applicable tax withholding, if the
Participant sells, on a national securities exchange, or on NASDAQ or over-the-counter, the Stock acquired on the same day as the date of exercise, the Administrator
shall have the discretion to deem the per share Fair Market Value of the Stock so delivered or withheld to be the actual sales price per share of the Stock so sold. Under no circumstances shall Fair Market Value be less than the par value of the
Stock.
Good Reason: means, without the Participants written consent, the occurrence of any of the following events or
actions during the twenty four (24) months following a Change in Control:
(i) a material reduction in the aggregate amount of Participants
base compensation in effect immediately preceding the Change in Control other than in connection with a general reduction that is also applied to other similarly situated employees;
(ii) a material reduction in the Participants position or reporting status in effect immediately prior to the Change in Control, or any material
diminution in the Participants duties, responsibilities, powers or authorities relative to the Participants duties, responsibilities, powers or authorities in effect immediately prior to the Change in Control;
(iii) any relocation of the Participants principal place of employment by more than 50 miles; or
(iv) a material breach by the Company or any successor of any material provision of an employment agreement or other agreement under which the Participant
provides services to the Company.
No resignation will be treated as resignation for Good Reason unless (1) the Participant has given written
notice to the Company of his or her intention to terminate his or her employment for Good Reason, describing the grounds for such action, no later than sixty (60) days after the first occurrence of such circumstances, (2) the Participant has
provided the Company with at least thirty (30) days in which to cure the circumstances giving rise to the Good Reason, and (3) provided that the Company is not successful in curing the circumstance giving rise to the Good Reason, the
Participant ends his or her employment within 180 days following the end of the cure period.
ISO: A Stock Option intended to
be an incentive stock option within the meaning of Section 422 of the Code. Each option granted pursuant to the Plan will be treated as providing by its terms that it is to be a non-incentive
option unless, as of the date of grant, it is expressly designated as an ISO.
Participant: A person who is granted an Award under
the Plan.
Payout Fair Market Value: The average of the Fair Market Values of the Stock for the ten trading days immediately
preceding the date on which the Change in Control shall have occurred.
Performance Award: An Award subject to Performance
Criteria. The Administrator in its discretion may grant Performance Awards that are intended to qualify for the performance-based compensation exception under Section 162(m) and Performance Awards that are not intended so to qualify.
Performance Criteria: Specified criteria the satisfaction of which is a condition for the grant, exercisability, vesting or full
enjoyment of an Award. For purposes of Awards that are intended to qualify for the performance- based compensation exception under Section 162(m), a Performance Criterion will mean an objectively determinable measure of performance relating to
any one or any combination of the following criteria (determined either (i) on a consolidated basis or (ii) as the context permits and as determined by the Administrator, on a segment, divisional, sector, subsidiary, business unit, line of
business, project or geographical basis or on the basis of one or more designated products or brands (herein collectively business unit), or in combinations thereof, all as selected by the Administrator in each individual case): net
earnings; earnings per share; net earnings per share; stock price; net revenues; gross profit; operating profit; earnings before income taxes; earnings before interest and taxes; earnings before interest, taxes and depreciation; earnings before
interest, taxes, depreciation and
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