(s) Good Reason means, with respect to a Participants termination of
employment or termination of consultancy, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the
Participant at the time of determination (or such an agreement does not define good reason (or words of like import)), without the Participants consent: (i) a reduction in the Participants base salary as then in effect,
or (ii) a material reduction, measured in terms of aggregate value rather than on an individual benefit basis, of employee benefits to which the Participant is entitled (other than an overall reduction in benefits that affects substantially all
full-time employees of the Company and its Affiliates); provided that any event described in clause (i) or (ii) above shall constitute Good Reason only if the Company fails to cure such event within 20 days after receipt from the
Participant of written notice of the event which constitutes Good Reason; and provided, further, that Good Reason shall cease to exist for an event on the 60th day following the later of its occurrence or the Participants knowledge thereof,
unless the Participant has given the Company written notice thereof prior to such date; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the
Company or an Affiliate and the Participant at the time of determination that defines good reason (or words of like import), good reason as defined under such agreement; provided, however, that with regard to any agreement
under which the definition of good reason only applies on occurrence of a Change in Control, such definition of good reason shall not apply until a Change in Control actually takes place and then only with regard to a
termination thereafter, and prior to a change in control good reason shall be defined as provided in subsection (a) above.
(t) Grant Date of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is
determined and specified as part of that authorization process.
(u) Incentive Stock Option means an Option that
is intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto.
(v) Non-Employee Director means a director of the Company who is not a common law employee of the Company or an Affiliate.
(w) Nonstatutory Stock Option means an Option that is not an Incentive Stock Option.
(x) Option means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during
specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.
Stock-Based Award means a right, granted to a Participant under Article 13, that relates to or is valued by reference to Stock or other Awards relating to Stock.
(z) Parent means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the
Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.
(aa) Participant means a person who, as an employee, officer, director or consultant of the Company or any Affiliate, has been granted an Award under the Plan; provided that in the case of the
death of a Participant, the term Participant refers to a beneficiary designated pursuant to Section 15.5 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under
applicable state law.
(bb) Performance Award means Performance Shares, Performance Units or Performance-Based
Cash Awards granted pursuant to Article 9.
(cc) Performance-Based Cash Award means a right granted to a
Participant under Article 9 to a cash award to be paid upon achievement of such performance goals as the Committee establishes with regard to such Award.