Compensation Award or Performance Unit or, if applicable, any Restricted Share, RSU or the Cash Incentive Award of a particular Participant, whether all, some portion but less than all, or none
of such Award has been earned for the Performance Period.
Performance Goal
means, for a Performance Period, the
one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.
Performance
Period
means the one or more periods of time as the Committee may select over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participants right to and the payment of a
Performance Compensation Award or Performance Unit or, if applicable, a Restricted Share, RSU or Cash Incentive Award.
Performance Unit
means an Award under Section 6(f) of the Plan or the applicable section of the Prior Plan that
has a value set by the Committee (or that is determined by reference to a valuation formula specified by the Committee or the Fair Market Value of Shares), which value may be paid to the Participant by delivery of such property as the Committee
shall determine, including without limitation, cash, Shares or other securities, or any combination thereof, upon achievement of such Performance Goals during the relevant Performance Period as the Committee shall establish at the time of such Award
or thereafter.
Restricted Share
means a Share that is granted under Section 6(d) of the Plan or the
applicable section of the Prior Plan that is subject to certain transfer restrictions, forfeiture provisions and/or other terms and conditions specified herein and in the applicable Award Agreement.
RSU
means a restricted stock unit Award that is granted under Section 6(d) of the Plan or the applicable section
of the Prior Plan and is designated as such in the applicable Award Agreement and that represents an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property in accordance with the terms of the
applicable Award Agreement.
Rule
16b-3
means
Rule 16b-3
as promulgated and interpreted by the SEC under the Exchange Act or any successor rule or regulation thereto as in effect from time to time.
SAR
means a stock appreciation right Award that is granted under Section 6(c) of the Plan or the applicable
section of the Prior Plan and that represents an unfunded and unsecured promise to deliver Shares, cash, other securities, other Awards or other property equal in value to the excess, if any, of the Fair Market Value per Share over the Exercise
Price per Share of the SAR, subject to the terms of the applicable Award Agreement.
SEC
means the Securities and
Exchange Commission or any successor thereto and shall include the staff thereof.
Shares
means shares of the
common stock of the Company, $0.01 par value, or such other securities of the Company (a) into which such shares shall be changed by reason of a recapitalization, merger, consolidation,
split-up,
combination, exchange of shares or other similar transaction or (b) as may be determined by the Committee pursuant to Section 4(b).
Subsidiary
means any entity in which the Company, directly or indirectly, possesses fifty percent (50%) or more of the
total combined voting power of all classes of its stock.
Treasury Regulations
means all proposed, temporary and
final regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).
SECTION 3.
Administration.
(a)
Composition of the Committee.
The Plan shall be administered by the Committee, which shall be
composed of one or more Independent Directors, as determined by the Board;
provided
that the Board may also, in its sole discretion, require such members to comply with the independence requirements of Rule
16b-3,
Section 162(m) of the Code, the Applicable Exchange and any other similar requirements.
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/ efficacy usability allure integrity profitability
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A-4
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