who were the respective beneficial owners of the Outstanding Common
Stock and Company Voting Securities immediately prior to such
reorganization, merger or consolidation, following such
reorganization, merger or consolidation beneficially own, directly
or indirectly, more than seventy five percent (75%) 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 or
trustees, as the case may be, of the entity purchasing such assets
in substantially the same proportion as their ownership of the
Outstanding Common Stock and Company Voting Securities immediately
prior to such sale or disposition, as the case may be; or
(e) A complete liquidation or dissolution of the Company.
2.8 Code means the Internal Revenue Code of 1986, as
amended. References to a section of the Code shall include that
section and any comparable section or sections of any future
legislation that amends, supplements or supersedes said
2.9 Committee means the Compensation Committee of the
2.10 Company means STRATA Skin Sciences, Inc. and its
2.11 Common Stock means the common stock of the Company, par
value $0.001 per share.
2.12 Company Voting Securities means the combined voting
power of all outstanding voting securities of the Company entitled
to vote generally in the election of directors to the Board.
2.13 Date of Grant means the date designated by the
Committee as the date as of which it grants an Award, which shall
not be earlier than the date on which the Committee approves the
granting of such Award.
2.14 Dividend Equivalent Account means a bookkeeping account
in accordance with under Section 10.17 and related to an Award that
is credited with the amount of any cash dividends or stock
distributions that would be payable with respect to the shares of
Common Stock subject to such Awards had such shares been
outstanding shares of Common Stock.
2.15 Exchange Act means the Securities Exchange Act of 1934,
2.16 Exercise Price means, with respect to a Stock
Appreciation Right, the amount established by the Committee in the
Award Agreement which is to be subtracted from the Fair Market
Value on the date of exercise in order to determine the amount of
the payment to be made to the Participant, as further described in
2.17 Fair Market Value means, on any date, (i) the
closing sale price of a share of Common Stock, as reported on the
Nasdaq Stock Market (or other established stock exchange on which
the Common Stock is regularly traded) on such date or, if there
were no sales on such date, on the last date preceding such date on
which a sale was reported; or (ii) if shares of Common Stock
are not listed for trading on an established stock exchange, Fair
Market Value shall be determined by the Committee in good faith
after taking into consideration all factors which it deems
appropriate, including, without limitation, Sections 409A and 422
of the Code.
2.18 Incentive Stock Option means a stock option within the
meaning of Section 422 of the Code.
2.19 Merger means any merger, reorganization, consolidation,
exchange, transfer of assets or other transaction having similar
effect involving the Company.
2.20 Non-Qualified Stock Option means a stock option which
is not an Incentive Stock Option.
2.21 Options means all Non-Qualified Stock Options and
Incentive Stock Options granted at any time under the Plan.
2.22 Outstanding Common Stock means at any time, the issued
and outstanding shares of Common Stock.
2.23 Participant means a person designated to receive an
Award under the Plan in accordance with Section 5.1.
2.24 Performance Awards means Awards granted in accordance
with Article VIII.
2.25 Performance Goals means, for a performance period, the
one or more goals established by the Committee for the performance
period based upon business criteria or other performance measures
determined by the Committee in its discretion.