2.14 Double Trigger means a Change in Control (first trigger) and a
Qualifying Termination of the executives employment by the company without Cause or by the executive with Good Reason (second trigger).
2.15 Eligible Recipient means an Employee, Consultant or a
Non-Employee
Director.
2.16 Employee means any person who is in the employ of the Company or any Subsidiary, subject to the control and direction of the
Company or any Subsidiary as to both the work to be performed and the manner and method of performance.
2.17 Exchange Act means
the Securities Exchange Act of 1934, as amended.
2.18 Exercise Price means the price that shall be paid to purchase one
(1) Share upon the exercise of an Option granted under this Plan.
2.19 Fair Market Value of a Share on any date shall mean
the closing sales price on a national securities exchange of a Share as reported in the appropriate composite listing for said exchange on such date, or, if no such sales occurred on such date, then on the next preceding date on which a sale is
made. In the event the Shares are traded in the over the counter market, Fair Market Value of a Share means the average between the high and low quotations in the over the counter market on such date, as reported by the
National Association of Securities Dealers through NASDAQ or, if no quotations are available on such date, then on the next preceding date on which such quotations are available.
2.20 Good Reason means voluntary resignation after any of the following actions taken occur after a Change in Control without prior
written consent: (i) a material diminution in base salary; (ii) a material diminution in the Participants authority, duties, or responsibilities; or (iii) a change of over 40 miles in the geographic location of the principal
office where the Participant performs services. Notwithstanding the foregoing, if the term good reason is expressly defined in a then-effective written agreement between the Participant and the Company or such Subsidiary then such definition shall
control.
2.21 Insider means an individual who is, on the relevant date, an officer, member of the Board or ten percent (10%)
beneficial owner of any class of the Companys equity securities that is registered pursuant to Section 12 of the Exchange Act, all as defined under Section 16 of the Exchange Act.
2.22 ISO(Incentive Stock Option) means an Option granted under this Plan to purchase Shares that is intended by the Company to satisfy
the requirements of Code Section 422 as an incentive stock option.
2.23 Non-Employee
Director means a member of the Board who is not an employee of the Company.
2.24 NQSO
(Non-Qualifying
Stock Option) means an Option granted under this Plan to purchase Shares which is not intended by the Company to satisfy the requirements of Code Section 422.
2.25 Option means an ISO or a NQSO.
2.26 Outside Director means a member of the Board who is not an Employee and who qualifies as a
non-
employee director under Rule
16b-3(b)(3)
under the 1934 Act, as amended from time to time.
2.27 Participant means an individual who receives an Award hereunder.
2.28 Performance Period shall mean the period during which a performance goal must be attained with respect to an Award which is
performance based, as determined by the Committee pursuant to Section 14.3 hereof.
2.29 Plan means this plan, (the 2019
Stock Incentive Plan), as it may be further amended from time to time.
2.30 Qualifying Event shall mean, with respect to a
Participant, such Participants death, Disability or Retirement.
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