Director means an individual serving as a member of the Board.
Dividend Equivalents means, with respect to the shares of Common Stock subject to a Stock Award (other than Restricted
Stock), an amount equal to all dividends and other distributions (or the economic equivalent thereof) that are payable to shareholders of record during the Restriction Period or other period specified in the Award Certificate on a like number of
shares of Common Stock.
Effective Date means June 9, 2021.
Employee means an employee of the Company or any of its Subsidiaries.
Excepted Shares means the shares of Common Stock subject to an Award that are not subject to the minimum Restriction Period
or other vesting period as further described in Sections 4 and 9(b) below.
Exchange Act means the Securities Exchange
Act of 1934, as amended from time to time.
Fair Market Value of a share of Common Stock, means as of a particular
date:
(i) If shares of Common Stock are listed on a national securities exchange, the closing sales price per share of Common Stock on the
consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding
date on which sales were reported;
(ii) If shares of Common Stock are not so listed, but are listed or quoted on another securities
exchange or market, the closing price per share of Common Stock reported on the principal securities exchange or market on which the shares of Common Stock are traded (as determined by the Committee), or, if there shall have been no such sale so
reported on that date, on the last preceding date on which such a sale was so reported or, at the discretion of the Committee, the price prevailing on such principal securities exchange or market at the time of exercise or other relevant event,
including the average of the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available;
(iii) If shares of Common Stock are not publicly traded, the most recent value determined by an independent appraiser appointed by the Company
for such purpose; or
(iv) If none of the preceding paragraphs (i)-(iii) are applicable, Fair Market Value shall be determined by such
other method as the Committee determines in good faith to be reasonable and in compliance with Code Section 409A.
Good
Reason (or a similar term denoting constructive termination) has the meaning, if any, assigned such term in the employment, consulting, severance or similar agreement, if any, between a Participant and the Company or an Affiliate;
provided, however, that if there is no such employment, consulting, severance or similar agreement in which such term is defined, Good Reason shall have the meaning, if any, given such term in the applicable Award Certificate. If not
defined in either such document, the term Good Reason as used herein shall not apply to a particular Award.
Incentive Option means an Option that is intended to comply with the requirements set forth in Code Section 422.
Independent Contractor means an individual providing services to the Company or any of its Subsidiaries, who is not an
Employee or Nonemployee Director.
Nonemployee Director means a Director who is not an Employee or an Independent
Contractor.
Nonqualified Stock Option means an Option that is not an Incentive Option.
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