system or exchange (or the system or exchange with the greatest volume of trading in Shares) on the last market trading day prior to the day of determination or (ii) any sales price for such Shares (or the closing bid, if no sales are reported) as quoted on that system or exchange (or the system or exchange with the greatest volume of trading in Shares) on the day of determination, as the Committee may select, in each case as reported in the Wall Street Journal or any other source the Committee considers reliable.
(ii) If the Shares are not listed on an established stock exchange or a national market system, the Fair Market Value of a Share will be determined in good faith by the Committee with reference to the earnings history, book value and prospects of the Company in light of market conditions generally, and any other factors the Committee considers appropriate, such determination by the Committee to be final, conclusive and binding.
2.19 Family Member means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the Participants household (other than a tenant or employee), a trust in which these persons (or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more than 50 percent of the voting interests.
2.20 Incentive Stock Option means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.
2.21 Option shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.
2.22 Other Stock Unit Award shall have the meaning set forth in Section 8.1.
2.23 Parent means a parent corporation with respect to the Company, whether now or later existing, as defined in Section 424(e) of the Code.
2.24 Participant shall mean an Employee, Director or Consultant who is selected by the Committee to receive an Award under the Plan.
2.25 Payee shall have the meaning set forth in Section 11.1.
2.26 Prior Plan means the Companys 2007 Equity and Performance Incentive Plan, as amended and restated prior to the date of this Plan.
2.27 Restricted Stock shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose (including any restriction on the right to vote such Share and the right to receive any dividends), which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.
2.28 Restricted Period shall have the meaning set forth in Section 7.1.
2.29 Restricted Stock Award shall have the meaning set forth in Section 7.1.
2.30 Shares shall mean the shares of common stock of the Company, par value $0.01 per share.
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