(v) Non-Employee Director shall mean a
member of the Board who is not an Employee.
(w) Nonqualified Stock Option shall mean an Option
that is not intended to be taxed as an incentive stock option under section 422 of the Code.
(x) Option shall mean an option to purchase shares of Company Stock, as described in Section 6.
(y) Other Stock-Based Award shall mean any Grant based on, measured by or payable in Company
Stock (other than an Option, Stock Unit, Stock Award, or SAR), as described in Section 10.
(z) Participant shall mean an Employee, Key Advisor
or Non-Employee Director designated by the Committee to participate in the Plan.
(aa) Performance Goals shall mean the business criteria selected by the Company to measure the level
of performance of the Company or an affiliate during a performance period, which may include, but are not limited to, one or more of the following criteria: cash flow; free cash flow; earnings (including gross margin, earnings before interest and
taxes, earnings before taxes, earnings before interest, taxes, depreciation, amortization and charges for stock-based compensation, earnings before interest, taxes, depreciation and amortization, adjusted earnings before interest, taxes,
depreciation and amortization and net earnings); earnings per share; growth in earnings or earnings per share; book value growth; stock price; return on equity or average stockholder equity; total stockholder return or growth in total stockholder
return either directly or in relation to a comparative group; return on capital; return on assets or net assets; revenue, growth in revenue or return on sales; sales; expense reduction or expense control; expense to revenue ratio; income, net income
or adjusted net income; operating income, net operating income, adjusted operating income or net operating income after tax; operating profit or net operating profit; operating margin; gross profit margin; return on operating revenue or return on
operating profit; regulatory filings; regulatory approvals, litigation and regulatory resolution goals; other operational, regulatory or departmental objectives; budget comparisons; growth in stockholder value relative to established indexes, or
another peer group or peer group index; development and implementation of strategic plans and/or organizational restructuring goals; development and implementation of risk and crisis management programs; improvement in workforce diversity;
compliance requirements and compliance relief; safety goals; productivity goals; workforce management and succession planning goals; economic value added (including typical adjustments consistently applied from generally accepted accounting
principles required to determine economic value added performance measures); measures of customer satisfaction, employee satisfaction or staff development; development or marketing collaborations, formations of joint ventures or partnerships or the
completion of other similar transactions intended to enhance the Companys revenue or profitability or enhance its customer base; merger and acquisitions; and other similar criteria as determined by the Committee. Performance goals applicable
to a Grant shall be determined by the Committee, and may be established on an absolute or relative basis and may be established on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries or business segments.
Relative performance may be measured against a group of peer companies, a financial market index or other objective and quantifiable indices.
(bb) Person shall mean any natural person, corporation, limited liability company, partnership,
trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.
(cc) Restriction Period shall have the meaning given that term in Section 7(a).
(dd) SAR shall mean a stock appreciation right, as described in Section 9.
(ee) Stock Award shall mean an award of Company Stock, as described in Section 7.
(ff) Stock Unit shall mean an award of a phantom unit representing a share of Company Stock, as
described in Section 8.
(gg) Substitute Awards shall have the meaning given that term in
Section 4(c).
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