(l) Parent means a parent corporation, whether now or hereafter existing, as defined in Code Section 424(e).
(m) Participant means as to any Performance Period, an Employee who has been selected by the Administrator for participation in the Plan for that Performance Period.
(n) Performance Period means the period of time for the measurement of the performance criteria that must be met to receive an Actual Award, as determined by the Administrator. A Performance Period may be divided into one or more shorter periods if, for example, but not by way of limitation, the Administrator desires to measure some performance criteria over twelve (12) months and other criteria over three (3) months.
(o) Plan means this Executive Incentive Compensation Plan (including any appendix attached hereto), as may be amended from time to time.
(p) Section 409A means Section 409A of the Code and any proposed or final Treasury Regulations and Internal Revenue Service guidance, compliance programs and other interpretive authority promulgated thereunder, or any state law equivalent, as each may be amended or promulgated, as applicable, from time to time.
(q) Subsidiary means a subsidiary corporation, whether now or hereafter existing, as defined in Code Section 424(f), in relation to the Company.
(r) Target Award means the target award, at one hundred percent (100%) of target level performance achievement, payable under the Plan to a Participant for a Performance Period, as determined by the Administrator in accordance with Section 4(b).
(s) Tax Withholdings means tax, social insurance and social security liability or premium obligations in connection with the awards under the Plan, including without limitation: (i) all federal, state, and local income, employment and any other taxes (including the Participants U.S. Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld by the Company Group, (ii) the Participants and, to the extent required by the Company Group, the fringe benefit tax liability of the Company Group associated with an award under the Plan, and (iii) any other taxes or social insurance or social security liabilities or premium the responsibility for which the Participant has, or has agreed to bear, with respect to such award under the Plan.
(t) Termination of Employment means a cessation of the employee-employer relationship between an Employee and the Company Group, including without limitation a termination by resignation, discharge, death, Disability, retirement, or the disaffiliation of a Parent, Subsidiary or Affiliate. For purposes of the Plan, transfer of employment of a Participant between any members of the Company Group (for example, between the Company and a Subsidiary) will not be deemed a Termination of Employment.
3. Administration of the Plan.
(a) Administrator. The Plan will be administered by the Board or a Committee (the Administrator). To the extent necessary or desirable to satisfy applicable laws, the Committee acting as the Administrator will consist of not less than two (2) members of the Board.