factors the Committee deems appropriate, including the Nonqualified Deferred Compensation Rules. Notwithstanding this definition of Fair Market Value, with respect to one or more Award types, or
for any other purpose for which the Committee must determine the Fair Market Value under the Plan, the Committee may elect to choose a different measurement date or methodology for determining Fair Market Value so long as the determination is
consistent with the Nonqualified Deferred Compensation Rules and all other applicable laws and regulations.
(p)
ISO means an Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.
(q) Nonqualified Deferred Compensation Rules means the limitations or requirements of
Section 409A of the Code, as amended from time to time, including the guidance and regulations promulgated thereunder and successor provisions, guidance and regulations thereto.
(r) Nonstatutory Option means an Option that is not an ISO.
(s) Option means a right, granted to an Eligible Person under
Section 6(b), to purchase Stock at a specified price during specified time periods, which may either be an ISO or a Nonstatutory Option.
(t) Other Stock-Based Award means an Award granted to an Eligible Person under
Section 6(h).
(u) Participant means a person who has been
granted an Award under the Plan that remains outstanding, including a person who is no longer an Eligible Person.
(v) Person means any natural person, corporation, limited partnership, general partnership,
limited liability company, join stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust or other organization, whether or not a legal entity, custodian, trustee, executor, administrator, and
nominee or entity in a representative capacity.
(w) Prior Plan means the Talos Energy
Inc. Long Term Incentive Plan.
(x) Qualified Member means a member of the Board who is
(i) a non-employee director within the meaning of Rule 16b-3(b)(3), and (ii) independent under the listing standards or rules of the
securities exchange upon which the Stock is traded, but only to the extent such independence is required in order to take the action at issue pursuant to such standards or rules.
(y) Restricted Stock means Stock granted to an Eligible Person under
Section 6(d) that is subject to certain restrictions and to a risk of forfeiture.
(z) Restricted Stock Unit means a right, granted to an Eligible Person under
Section 6(e), to receive Stock, cash or a combination thereof at the end of a specified period or upon the occurrence of an event (which may or may not be coterminous with the vesting schedule of the Award).
(aa) Rule 16b-3 means Rule 16b-3, promulgated by the SEC under Section 16 of the Exchange Act.
(bb) SAR means a stock appreciation right granted to an Eligible Person under
Section 6(c).
(cc) SEC means the Securities and Exchange
Commission.
(dd) Securities Act means the Securities Act of 1933, as amended from time
to time, including the guidance, rules and regulations promulgated thereunder and successor provisions, guidance, rules and regulations thereto.
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