2.34 Rule 16b-3 means Rule 16b-3 promulgated under the 1934 Act, as amended, and any future regulation amending, supplementing or superseding such regulation.
2.35 Share means a share of any class, and of any series within a class, of the Companys common stock.
2.36 Stock Appreciation Right or SAR means an Award, granted alone, in reference to or in tandem
with a related Option, which pursuant to Article 6 is designated by the Committee as an SAR.
2.37 Stock Award means an
Award of Restricted Stock or Bonus Stock.
2.38 Ten Percent Holder means an Employee (together with persons whose stock
ownership is attributed to the Employee pursuant to Section 424(d) of the Code) who, at the time an Option is granted, owns stock representing more than ten percent of the voting power of all classes of stock of the Company (or of any parent or
subsidiary as defined in Section 424 of the Code).
2.39 Termination of Service means a separation from
service within the meaning of Section 409A of the Code. For this purpose, a Termination of Service includes, but not by way of limitation, a termination by resignation, discharge with or without Cause, death, Disability, or Retirement,
but excludes any such termination where there is a simultaneous reemployment by the Company or an Affiliate.
2.40 Good Reason means, except
as otherwise specified in a particular Award Agreement or in an employment or similar agreement in effect between the Company or an Affiliate and an Employee (which definition shall govern if in effect), (a) a material reduction in compensation;
(b) a significant diminution of duties; or (c) relocation to an office more than 50 miles from Employees established office.
ARTICLE 3
ADMINISTRATION
3.1 The
Committee. The Plan shall be administered by the Committee. The Committee shall consist of not less than two (2) Directors. The members of the Committee shall be appointed from time to time by, and serve at the pleasure of, the Board.
It is intended that each member of the Committee shall qualify as (a) a non-employee director under Rule 16b-3, and (b) an independent
director under the listing standards applicable to the Company. If it is later determined that one or more members of the Committee do not so qualify, actions taken by the Committee prior to such determination shall be valid despite such
failure to qualify.
3.2 Authority and Action of the Committee. It shall be the duty of the Committee to administer the Plan in
accordance with the Plans provisions. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to
(a) determine which Employees shall be eligible to receive Awards and to grant Awards,
(b) prescribe the form, amount, timing and other terms and conditions of each Award,
(c) interpret the Plan and the Award Agreements,
(d) adopt such procedures as it deems necessary or appropriate to permit participation in the Plan by eligible Employees,
(e) adopt such rules as it deems necessary or appropriate for the administration, interpretation and application of the Plan, and
(f) interpret, amend or revoke any such procedures or rules.
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