Committee
shall mean the compensation committee or other
committee as may be appointed and maintained by the Board of Directors, in its discretion, to administer the Plan, to the extent permissible under applicable law, as amended from time to time.
Company
shall mean Mellanox Technologies, Ltd., an Israeli company, and its successors and assigns.
Companies Law
shall mean the Israeli Companies Law 5759-1999, as amended from time to time.
Consultant
shall mean any natural person who (either directly or through his or her employer) is an advisor
or consultant providing bona fide services to the Company or any affiliate thereof, other than an individual who provides services in connection with the offer or sale of securities in a capital raising transaction or who directly or indirectly
promotes or maintains a market for the Companys securities.
Corporate Charter
shall mean the
Articles of Association of the Company, and any subsequent amendments or replacements thereto.
Disability
shall have the meaning ascribed to such term or a similar term in the Participants
employment agreement (where applicable), or in the absence of such a definition, the inability of the Participant, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of the Participants position with
the Company because of the sickness or injury of the Participant for a consecutive period of 180 days.
Effective Date
shall have the meaning ascribed to it in Section 1.1 hereof.
Equity Restructuring
shall mean a
non-reciprocal
transaction between
the Company and its shareholders, such as a share dividend, share split,
spin-off,
rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the Shares (or other securities
of the Company) or the share price of Shares (or other securities) and causes a change in the per share value of the Shares underlying outstanding Awards.
Exchange Act
shall mean the U.S. Securities Exchange Act of 1934, as amended. Any references to any section
of the Exchange Act shall also be a reference to any successor provision.
Non-Employee
Director
shall mean a member of the Board of Directors
who is not an employee of the Company or any of its affiliates.
Options
shall mean options to purchase
Shares awarded under the Plan.
Other Equity-Based Award
shall mean any right that relates to or is
valued by reference to Shares that is not otherwise described by the terms of the Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions as the Administrator shall determine,
including, without limitation, the attainment of Performance Goals.
Outstanding Qualified Performance-Based
Awards
shall mean any Awards granted prior to and that are outstanding as of the Effective Date and that are intended to constitute qualified performance-based compensation as described in Section 162(m)(4)(C) of the Code
prior to its amendment by the Tax Cuts and Jobs Act, P.L.
115-97.
For the avoidance of any doubt, all provisions of the Plan governing Outstanding Qualified Performance Awards that were in effect prior to the
effective date of the Third Restated Plan shall continue in effect with respect to Outstanding Qualified Performance-Based Awards, notwithstanding the elimination of such provisions from the Plan as of the effective date of the Third Restated Plan.
Participant
shall mean a recipient of an Award hereunder who executes an Award Agreement.
Performance Criteria
means the criteria that the Administrator selects for purposes of establishing the
Performance Goal or Performance Goals for a Participant for a Performance Period. The Performance Criteria that will be used to establish Performance Goals may include, but are not limited to, the following: net earnings (either before or after
interest, taxes, depreciation and amortization), economic value-added, sales or revenue, net income (either before or after taxes), operating earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), cash flow
return on capital, return on net assets, return on shareholders equity, return
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