2.43 Stock Appreciation
Right or SAR means a right granted pursuant to Article 9 hereof to receive a payment equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date the SAR is exercised over
the Fair Market Value on the date the SAR was granted as set forth in the applicable Award Agreement.
2.44 Stock Payment shall mean (a) a payment in the form of shares of Common
Stock, or (b) an option or other right to purchase shares of Common Stock, as part of a bonus, deferred compensation or other arrangement, awarded under Section 8.2.
2.45 Subsidiary means any Company Subsidiary or Partnership Subsidiary.
2.46 Substitute Award shall mean an Award granted under the Plan upon the assumption
of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock; provided, however,
that in no event shall the term Substitute Award be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.
2.47 Termination of Service shall mean:
(a) As to a Director, the time when a Holder who is a Director ceases to be a Director
for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company, the
Partnership, or any Subsidiary.
(b) As to an Employee, the time when the
employee-employer relationship between a Holder and the Company, the Partnership, or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding
terminations where the Holder simultaneously commences or remains in employment or service with the Company, the Partnership, or any Subsidiary.
The Committee, in its sole discretion, shall determine the effect of all matters and questions relating to Terminations of Service, including, without
limitation, the question of whether a Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided, however, that, with respect to Incentive
Stock Options, unless the Committee otherwise provides in the terms of the Award Agreement or otherwise, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall
constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue
rulings under said Section. For purposes of the Plan, a Holders employee-employer relationship shall be deemed to be terminated in the event that the Subsidiary employing such Holder ceases to remain a Subsidiary following any merger, sale of
stock or other corporate transaction or event (including, without limitation, a spin-off).
Notwithstanding
the foregoing, with respect to any Award subject to the requirements of Code Section 409A, Termination of Service shall mean the termination of the Holders services determined in accordance with Treas. Reg.
§1.409A-1(h). A transfer of employment within and among the Company, the Partnership and any member of a controlled group, as provided in Code Section 409A(d)(6), shall not be deemed a Termination of
Service.
ARTICLE 3.
SHARES SUBJECT TO
THE PLAN
3.1 Number of Shares.
(a) Subject to Section 12.2 and Section 3.1(b) the aggregate number of shares
of Common Stock which may be issued or transferred pursuant to Awards under the Plan is 25,537,350, which is inclusive of the number of shares of Common Stock issued or transferred pursuant to Awards under the 2009 Plan prior to the Amendment Date.
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